Agreement - PAB BANKSHARES INC - 4-16-2002 by PABK-Agreements

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									EXHIBIT 2.4 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is entered into as of the 15th day of August, 2001, by and among PAB BANKSHARES, INC., a corporation organized under the laws of the State of Georgia (the "Holding Company"), THE PARK AVENUE BANK, a Georgia financial institution ("Park Avenue"), and FARMERS AND MERCHANTS BANK, ADEL, COOK COUNTY, GEORGIA, a Georgia financial institution ("Farmers"). WITNESSETH WHEREAS, Park Avenue is a financial institution duly organized and existing under the laws of the State of Georgia, having its registered office at 3102 North Oak Street Extension, Valdosta, Georgia, Lowndes County; and WHEREAS, Park Avenue has authorized capital stock consisting of 50,000 shares, $10.00 par value per share, of which 50,000 shares have, been duly issued and are outstanding (the "Park Avenue Common Stock"), and all of which are held by the Holding Company as of the date of this Agreement; and WHEREAS, Farmers is a financial institution duly organized and existing under the laws of the State of Georgia, having its registered office at 301 West Fourth Street, Adel, Cook County, Georgia; and WHEREAS, Farmers has authorized capital stock consisting of 19,750 shares, $10.00 par value per share, of which 17,500 shares have been duly issued and are outstanding (the "Farmers Common Stock"), and 17,485 shares are held by the Holding Company as of the date of this Agreement and Agreement; and WHEREAS, the Boards of Directors of each of Park Avenue and Farmers (collectively, the "Constituent Banks") have deemed it advisable to merge Farmers with and into Park Avenue (the "Merger") and, by resolutions duly adopted, have approved the Merger on the terms and conditions hereinafter set forth in accordance with the laws of the State of Georgia which permit such a Merger and have directed that the Agreement be submitted to the respective shareholders of Park Avenue and Farmers; and WHEREAS, the Holding Company is owner of all of the Park Avenue Common Stock and owner of 99.91% of the Farmers Common Stock and believes it is in the best interest of each of them to enter into the Merger, and the Board of Directors of the Holding Company, by resolutions duly adopted, has approved the Merger, and the Holding Company has agreed to be bound thereby; NOW, THEREFORE, in consideration of the premises and of the mutual agreements, covenants and conditions hereinafter contained, and for the purpose of stating the method, terms and conditions of the Merger, the manner of carrying the same into effect and such other details and provisions as are deemed desirable, the parties hereto have agreed and do hereby agree, subject to the terms and conditions hereinafter set forth, as follows:

ARTICLE I Subject to the terms and upon satisfaction of all requirements of law and the conditions specified in this Agreement including receipt of the approval of the Georgia Department of Banking and Finance, the Board of Governors of the Federal Reserve System and any other state or federal regulatory agency, the Merger shall become effective on the date that the Secretary of State of Georgia shall issue a certificate of merger with respect thereto in accordance with the provisions of Section 7-1-536 of the Financial Institutions Code of Georgia (the "Effective Date"), at which time the separate existence of Farmers shall cease and Farmers shall be merged, pursuant to Sections 7-1-530 et seq of the Financial Institutions Code of Georgia with and into Park Avenue, which shall continue its corporate existence

ARTICLE I Subject to the terms and upon satisfaction of all requirements of law and the conditions specified in this Agreement including receipt of the approval of the Georgia Department of Banking and Finance, the Board of Governors of the Federal Reserve System and any other state or federal regulatory agency, the Merger shall become effective on the date that the Secretary of State of Georgia shall issue a certificate of merger with respect thereto in accordance with the provisions of Section 7-1-536 of the Financial Institutions Code of Georgia (the "Effective Date"), at which time the separate existence of Farmers shall cease and Farmers shall be merged, pursuant to Sections 7-1-530 et seq of the Financial Institutions Code of Georgia with and into Park Avenue, which shall continue its corporate existence and be the financial institution surviving the Merger (the "Resulting Bank"). The Merger shall become effective upon the Effective Date pursuant to Section 7-1-536 of the Financial Institutions Code of Georgia. ARTICLE II The name of the Resulting Bank shall be "The Park Avenue Bank," a Georgia financial institution. ARTICLE III The Resulting Bank shall be governed by the laws of the State of Georgia. On the Effective Date, the existing Articles of Incorporation of Park Avenue shall be the Articles of Incorporation of the Resulting Bank until further amended in the manner provided by law. The purposes and powers of the Resulting Bank shall be as set forth in the currently existing Articles of Incorporation of Park Avenue until further amended in the manner provided by law. ARTICLE IV On the Effective Date, the existing Bylaws of Park Avenue shall be the Bylaws of the Resulting Bank, until the same shall thereafter be altered, amended or repealed in accordance with applicable law, the Articles of Incorporation and said Bylaws. ARTICLE V On the Effective Date, the persons who are the directors and the officers of Park Avenue immediately or to the Effective Date shall be the directors and officers of the Resulting Bank and shall serve until their respective successors are elected or appointed pursuant to the Bylaws of the Resulting Bank. If on the Effective Date a vacancy exists, it may thereafter be filled in the manner provided by the Bylaws of the Resulting Bank. ARTICLE VI The manner of carrying into effect the Merger provided in this Agreement shall be as follows:

(a) Each share of Park Avenue Common Stock issued and outstanding immediately prior to the Effective Date shall remain issued and outstanding from and after the Effective Date; and (b) Each share of Farmers Common Stock issued and outstanding on the Effective Date (excluding shares held by the Holding Company other than in a fiduciary capacity or as a result of debts previously contracted, and excluding shares held by Farmers shareholders who perfect their dissenters' rights of appraisal as provided in subsection (d) of this Article VI) shall cease to be outstanding and shall be converted into and exchanged for the right to receive $625 in cash. (c) Each share of Farmers Common Stock held by the Holding Company, othre than in a fiduciary capacity or as a result of debts previously contracted, shall be canceled and retired on the Effective Date, and no consideration shall be issued in exchange therefor.

(a) Each share of Park Avenue Common Stock issued and outstanding immediately prior to the Effective Date shall remain issued and outstanding from and after the Effective Date; and (b) Each share of Farmers Common Stock issued and outstanding on the Effective Date (excluding shares held by the Holding Company other than in a fiduciary capacity or as a result of debts previously contracted, and excluding shares held by Farmers shareholders who perfect their dissenters' rights of appraisal as provided in subsection (d) of this Article VI) shall cease to be outstanding and shall be converted into and exchanged for the right to receive $625 in cash. (c) Each share of Farmers Common Stock held by the Holding Company, othre than in a fiduciary capacity or as a result of debts previously contracted, shall be canceled and retired on the Effective Date, and no consideration shall be issued in exchange therefor. (d) Any holder of shares of Farmers Common Stock who perfects his dissenters right of appraisal in accordance with and as contemplated by Section 7-1-537(a) of the Financial Institutions Code of Georgia and Sections 142-1301 et seq of the Georgia Business Corporation Code shall be entitled to receive the value of such shares in cash as determined pursuant to such laws; provided, however, that no such payment shall be made to any dissenting shareholder unless and until such dissenting shareholder has complied with the applicable provisions of the Georgia Business Corporation Code and surrender to Farmers the certificate or certificates representing the shares for which payment is being made. In the event that after the Effective Date a dissenting shareholder of Farmers fails to perfect, or effectively withdraws or loses, his right to appraisal and of payment for his shares, Eagle shall issue and deliver the consideration to which such holder of shares of Farmers Common Stock is entitled under this Article VI (without interest) upon surrender by such holder of the certificate or certificates representing the shares of Farmers Common Stock held by him. ARTICLE VII On the Effective Date, all of the assets, liabilities, equity, reserves and accounts of Farmers shall be transferred by Farmers to Park Avenue. From time to time as and when requested by the, Resulting Bank, or by its successors or assigns, Farmers shall execute and deliver or cause to be executed and delivered all such other instruments and shall take or cause to be taken all such further or other actions as the Resulting Bank, or its successors or assigns, may deem necessary or desirable in order to vest in and confirm to the Resulting Bank and its successors and assigns title to and possession of all the property, rights, trusts, privileges, powers, duties, obligations, licenses and franchises of Farmers and otherwise to carry out the intent and purposes of this Agreement. ARTICLE VIII On the Effective Date, the assets, liabilities, equity, reserves and accounts of the Constituent Banks shall be recorded on the books of the Resulting Bank at the amounts at which they, respectively, shall then be carried on the books of said Constituent Banks, subject to such adjustments or eliminations of intercompany items as may be appropriate in giving effect to the Merger.

ARTICLE IX Notwithstanding anything herein or elsewhere to the contrary, this Agreement may be terminated and abandoned by Farmers, Park Avenue and the Holding Company by appropriate resolution of any of their Boards of Directors at any time prior to the Effective Date of the Merger. ARTICLE X At any time before approval and adoption by the respective shareholders of Park Avenue and Farmers, this Agreement may be modified, amended or supplemented by additional agreements, articles or certificates as may be determined in the judgment of the respective Boards of Directors of the parties hereto to be necessary, desirable or expedient to further the purposes of this Agreement, to clarify the intention of the parties, to add to or modify the covenants, terms or conditions contained herein or to effectuate or facilitate any governmental

ARTICLE IX Notwithstanding anything herein or elsewhere to the contrary, this Agreement may be terminated and abandoned by Farmers, Park Avenue and the Holding Company by appropriate resolution of any of their Boards of Directors at any time prior to the Effective Date of the Merger. ARTICLE X At any time before approval and adoption by the respective shareholders of Park Avenue and Farmers, this Agreement may be modified, amended or supplemented by additional agreements, articles or certificates as may be determined in the judgment of the respective Boards of Directors of the parties hereto to be necessary, desirable or expedient to further the purposes of this Agreement, to clarify the intention of the parties, to add to or modify the covenants, terms or conditions contained herein or to effectuate or facilitate any governmental approval of the Merger or this Agreement or otherwise to effectuate or facilitate the consummation of the transactions contemplated hereby. ARTICLE XI This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument IN WITNESS WHEREOF, each of the Constituent Banks and the Holding Company have caused this Agreement to be signed in its corporate name by its duly authorized officers all as of the date first above written. THE PARK AVENUE BANK
By: /s/ William S. Cowart ----------------------------------------William S. Cowart, President

Attest: /s/ Arabi Hall ----------------------------------------Arabi Hall, Asst. Secretary

[BANK SEAL] FARMERS AND MERCHANTS BANK, Adel, Cook County, Georgia
By: /s/ Brenda Bone Schwalls ----------------------------------------Brenda Bone Schwalls, President

Attest: /s/ Joan C. Ensley -----------------------------------------

Joan C. Ensley, Secretary PAB BANKSHARES, INC.
By: /s/ R. Bradford Burnette ----------------------------------------R. Bradford Burnette, Chairman and Chief Executive Officer

Joan C. Ensley, Secretary PAB BANKSHARES, INC.
By: /s/ R. Bradford Burnette ----------------------------------------R. Bradford Burnette, Chairman and Chief Executive Officer

Attest: /s/ Denise McKenzie ----------------------------------------Denise McKenzie, Secretary

EXHIBIT 2.5 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is entered into as of the 26th day of September, 2001, by and among PAB BANKSHARES, INC., a corporation organized under the laws of the State of Georgia (the "Holding Company"), THE PARK AVENUE BANK, a Georgia financial institution and wholly owned subsidiary of the Holding Company ("Park Avenue"), and EAGLE BANK AND TRUST, a Georgia financial institution and wholly owned subsidiary of the Holding Company. W I T N E S S E T H: WHEREAS, Park Avenue is a financial institution duly organized and existing under the laws of the State of Georgia, having its registered office at 3102 North Oak Street Extension, Valdosta, Georgia, Lowndes County; and WHEREAS, Park Avenue has authorized capital stock consisting of 50,000 shares, $10.00 par value per share, of which 50,000 shares have been duly issued and are outstanding (the "Park Avenue Common Stock"), and all of which are held by the Holding Company as of the date of this Agreement; and WHEREAS, Eagle Bank and Trust is a financial institution duly organized and existing under the laws of the State of Georgia, having its registered office at 335 South Main Street, Statesboro, Georgia, Bulloch County; and WHEREAS, Eagle has authorized capital stock consisting of 10,000,000 shares, $5.00 par value per share, of which 400,000 shares have been duly issued and are outstanding (the "Eagle Common Stock"), and all of which are held by the Holding Company as of the date of this Agreement; and

WHEREAS, the Boards of Directors of each of Park Avenue and Eagle (collectively, the "Constituent Banks") have deemed it advisable to merge Eagle with and into Park Avenue (the "Merger") and, by resolutions duly adopted, have approved the Merger on the terms and conditions hereinafter set forth in accordance with the laws of the State of Georgia which permit such a Merger and have directed that the Agreement be submitted to the respective shareholders of Park Avenue and Eagle; and WHEREAS, the Holding Company is the sole shareholder of Park Avenue and Eagle and believes it is in the best interest of each of them to enter into the Merger, and the Board of Directors of the Holding Company, by resolutions duly adopted, has approved the Merger, and the Holding Company has agreed to be bound thereby; NOW, THEREFORE, in consideration of the premises and of the mutual agreements, covenants and conditions hereinafter contained, and for the purpose of stating the method, terms and conditions of the Merger, the manner of carrying the same into effect and such other details and provisions as are deemed desirable, the parties hereto have agreed and do hereby agree, subject to the terms and conditions hereinafter set forth, as follows:

EXHIBIT 2.5 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is entered into as of the 26th day of September, 2001, by and among PAB BANKSHARES, INC., a corporation organized under the laws of the State of Georgia (the "Holding Company"), THE PARK AVENUE BANK, a Georgia financial institution and wholly owned subsidiary of the Holding Company ("Park Avenue"), and EAGLE BANK AND TRUST, a Georgia financial institution and wholly owned subsidiary of the Holding Company. W I T N E S S E T H: WHEREAS, Park Avenue is a financial institution duly organized and existing under the laws of the State of Georgia, having its registered office at 3102 North Oak Street Extension, Valdosta, Georgia, Lowndes County; and WHEREAS, Park Avenue has authorized capital stock consisting of 50,000 shares, $10.00 par value per share, of which 50,000 shares have been duly issued and are outstanding (the "Park Avenue Common Stock"), and all of which are held by the Holding Company as of the date of this Agreement; and WHEREAS, Eagle Bank and Trust is a financial institution duly organized and existing under the laws of the State of Georgia, having its registered office at 335 South Main Street, Statesboro, Georgia, Bulloch County; and WHEREAS, Eagle has authorized capital stock consisting of 10,000,000 shares, $5.00 par value per share, of which 400,000 shares have been duly issued and are outstanding (the "Eagle Common Stock"), and all of which are held by the Holding Company as of the date of this Agreement; and

WHEREAS, the Boards of Directors of each of Park Avenue and Eagle (collectively, the "Constituent Banks") have deemed it advisable to merge Eagle with and into Park Avenue (the "Merger") and, by resolutions duly adopted, have approved the Merger on the terms and conditions hereinafter set forth in accordance with the laws of the State of Georgia which permit such a Merger and have directed that the Agreement be submitted to the respective shareholders of Park Avenue and Eagle; and WHEREAS, the Holding Company is the sole shareholder of Park Avenue and Eagle and believes it is in the best interest of each of them to enter into the Merger, and the Board of Directors of the Holding Company, by resolutions duly adopted, has approved the Merger, and the Holding Company has agreed to be bound thereby; NOW, THEREFORE, in consideration of the premises and of the mutual agreements, covenants and conditions hereinafter contained, and for the purpose of stating the method, terms and conditions of the Merger, the manner of carrying the same into effect and such other details and provisions as are deemed desirable, the parties hereto have agreed and do hereby agree, subject to the terms and conditions hereinafter set forth, as follows: ARTICLE I Subject to the terms and upon satisfaction of all requirements of law and the conditions specified in this Agreement, including receipt of the approval of the Georgia Department of Banking and Finance, the Federal Reserve and any other state or federal regulatory agency, the Merger shall become effective on the date that the Secretary of State of Georgia shall issue a certificate of merger with respect thereto in accordance with the provisions of Section 7-1-536 of the Financial Institutions Code of Georgia (the "Effective Date"), at which time the separate existence of Eagle shall cease and Eagle shall be merged, pursuant to Sections 7-1-530 et. seq. of 2

the Financial Institutions Code of Georgia (the "FICG") with and into Park Avenue, which shall continue its corporate existence and be the financial institution surviving the Merger (the "Resulting Bank"). The Merger shall become effective upon the Effective Date pursuant to Section 7-1-536 of the FICG.

WHEREAS, the Boards of Directors of each of Park Avenue and Eagle (collectively, the "Constituent Banks") have deemed it advisable to merge Eagle with and into Park Avenue (the "Merger") and, by resolutions duly adopted, have approved the Merger on the terms and conditions hereinafter set forth in accordance with the laws of the State of Georgia which permit such a Merger and have directed that the Agreement be submitted to the respective shareholders of Park Avenue and Eagle; and WHEREAS, the Holding Company is the sole shareholder of Park Avenue and Eagle and believes it is in the best interest of each of them to enter into the Merger, and the Board of Directors of the Holding Company, by resolutions duly adopted, has approved the Merger, and the Holding Company has agreed to be bound thereby; NOW, THEREFORE, in consideration of the premises and of the mutual agreements, covenants and conditions hereinafter contained, and for the purpose of stating the method, terms and conditions of the Merger, the manner of carrying the same into effect and such other details and provisions as are deemed desirable, the parties hereto have agreed and do hereby agree, subject to the terms and conditions hereinafter set forth, as follows: ARTICLE I Subject to the terms and upon satisfaction of all requirements of law and the conditions specified in this Agreement, including receipt of the approval of the Georgia Department of Banking and Finance, the Federal Reserve and any other state or federal regulatory agency, the Merger shall become effective on the date that the Secretary of State of Georgia shall issue a certificate of merger with respect thereto in accordance with the provisions of Section 7-1-536 of the Financial Institutions Code of Georgia (the "Effective Date"), at which time the separate existence of Eagle shall cease and Eagle shall be merged, pursuant to Sections 7-1-530 et. seq. of 2

the Financial Institutions Code of Georgia (the "FICG") with and into Park Avenue, which shall continue its corporate existence and be the financial institution surviving the Merger (the "Resulting Bank"). The Merger shall become effective upon the Effective Date pursuant to Section 7-1-536 of the FICG. ARTICLE II The name of the Resulting Bank shall be "The Park Avenue Bank," a Georgia financial institution. ARTICLE III The Resulting Bank shall be governed by the laws of the State of Georgia. On the Effective Date, the existing Articles of Incorporation of Park Avenue shall be the Articles of Incorporation of the Resulting Bank until further amended in the manner provided by law. The purposes and powers of the Resulting Bank shall be as set forth in the currently existing Articles of Incorporation of Park Avenue until further amended in the manner provided by law. ARTICLE IV On the Effective Date, the existing Bylaws of Park Avenue shall be the Bylaws of the Resulting Bank, until the same shall thereafter be altered, amended or repealed in accordance with applicable law, the Articles of Incorporation and said Bylaws. ARTICLE V On the Effective Date, the persons who are the directors and the officers of Park Avenue immediately prior to the Effective Date shall be the directors and officers of the Resulting Bank and shall serve until their respective successors are elected or appointed pursuant to the Bylaws of the Resulting Bank. If on the Effective Date a vacancy exists, it may thereafter be filled in the manner provided by the Bylaws of the Resulting Bank. 3

the Financial Institutions Code of Georgia (the "FICG") with and into Park Avenue, which shall continue its corporate existence and be the financial institution surviving the Merger (the "Resulting Bank"). The Merger shall become effective upon the Effective Date pursuant to Section 7-1-536 of the FICG. ARTICLE II The name of the Resulting Bank shall be "The Park Avenue Bank," a Georgia financial institution. ARTICLE III The Resulting Bank shall be governed by the laws of the State of Georgia. On the Effective Date, the existing Articles of Incorporation of Park Avenue shall be the Articles of Incorporation of the Resulting Bank until further amended in the manner provided by law. The purposes and powers of the Resulting Bank shall be as set forth in the currently existing Articles of Incorporation of Park Avenue until further amended in the manner provided by law. ARTICLE IV On the Effective Date, the existing Bylaws of Park Avenue shall be the Bylaws of the Resulting Bank, until the same shall thereafter be altered, amended or repealed in accordance with applicable law, the Articles of Incorporation and said Bylaws. ARTICLE V On the Effective Date, the persons who are the directors and the officers of Park Avenue immediately prior to the Effective Date shall be the directors and officers of the Resulting Bank and shall serve until their respective successors are elected or appointed pursuant to the Bylaws of the Resulting Bank. If on the Effective Date a vacancy exists, it may thereafter be filled in the manner provided by the Bylaws of the Resulting Bank. 3

ARTICLE VI The manner of carrying into effect the Merger provided in this Agreement shall be as follows: Prior to the Merger, all outstanding shares of Eagle Common Stock are owned by the Holding Company. On the Effective Date, each share of Eagle Common Stock issued and outstanding shall be retired, canceled and extinguished. ARTICLE VII On the Effective Date, all of the assets, liabilities, equity, reserves and accounts of Eagle shall be transferred by Eagle to Park Avenue. From time to time as and when requested by the Resulting Bank, or by its successors or assigns, Eagle shall execute and deliver or cause to be executed and delivered all such other instruments and shall take or cause to be taken all such further or other actions as the Resulting Bank, or its successors or assigns, may deem necessary or desirable in order to vest in and confirm to the Resulting Bank and its successors and assigns title to and possession of all the property, rights, trusts, privileges, powers, duties, obligations, licenses and franchises of Eagle and otherwise to carry out the intent and purposes of this Agreement. ARTICLE VIII On the Effective Date, the assets, liabilities, equity, reserves and accounts of the Constituent Banks shall be recorded on the books of the Resulting Bank at the amounts at which they, respectively, shall then be carried on the books of said Constituent Banks, subject to such adjustments or eliminations of intercompany items as may be appropriate in giving effect to the Merger. 4

ARTICLE VI The manner of carrying into effect the Merger provided in this Agreement shall be as follows: Prior to the Merger, all outstanding shares of Eagle Common Stock are owned by the Holding Company. On the Effective Date, each share of Eagle Common Stock issued and outstanding shall be retired, canceled and extinguished. ARTICLE VII On the Effective Date, all of the assets, liabilities, equity, reserves and accounts of Eagle shall be transferred by Eagle to Park Avenue. From time to time as and when requested by the Resulting Bank, or by its successors or assigns, Eagle shall execute and deliver or cause to be executed and delivered all such other instruments and shall take or cause to be taken all such further or other actions as the Resulting Bank, or its successors or assigns, may deem necessary or desirable in order to vest in and confirm to the Resulting Bank and its successors and assigns title to and possession of all the property, rights, trusts, privileges, powers, duties, obligations, licenses and franchises of Eagle and otherwise to carry out the intent and purposes of this Agreement. ARTICLE VIII On the Effective Date, the assets, liabilities, equity, reserves and accounts of the Constituent Banks shall be recorded on the books of the Resulting Bank at the amounts at which they, respectively, shall then be carried on the books of said Constituent Banks, subject to such adjustments or eliminations of intercompany items as may be appropriate in giving effect to the Merger. 4

ARTICLE IX Notwithstanding anything herein or elsewhere to the contrary, this Agreement may be terminated and abandoned by Eagle, Park Avenue and the Holding Company by appropriate resolution of any of their Boards of Directors at any time prior to the Effective Date of the Merger. ARTICLE X At any time before or after approval and adoption by the respective sole shareholders of Park Avenue and Eagle, this Agreement may be modified, amended or supplemented by additional agreements, articles or certificates as may be determined in the judgment of the respective Boards of Directors of the parties hereto to be necessary, desirable or expedient to further the purposes of this Agreement, to clarify the intention of the parties, to add to or modify the covenants, terms or conditions contained herein or to effectuate or facilitate any governmental approval of the Merger or this Agreement, or otherwise to effectuate or facilitate the consummation of the transactions contemplated hereby. ARTICLE XI This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. 5

IN WITNESS WHEREOF, each of the Constituent Banks and the Holding Company have caused this Agreement to be signed in its corporate name by its duly authorized officers all as of the date first above written. THE PARK AVENUE BANK
By: /s/ William S. Cowart

ARTICLE IX Notwithstanding anything herein or elsewhere to the contrary, this Agreement may be terminated and abandoned by Eagle, Park Avenue and the Holding Company by appropriate resolution of any of their Boards of Directors at any time prior to the Effective Date of the Merger. ARTICLE X At any time before or after approval and adoption by the respective sole shareholders of Park Avenue and Eagle, this Agreement may be modified, amended or supplemented by additional agreements, articles or certificates as may be determined in the judgment of the respective Boards of Directors of the parties hereto to be necessary, desirable or expedient to further the purposes of this Agreement, to clarify the intention of the parties, to add to or modify the covenants, terms or conditions contained herein or to effectuate or facilitate any governmental approval of the Merger or this Agreement, or otherwise to effectuate or facilitate the consummation of the transactions contemplated hereby. ARTICLE XI This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. 5

IN WITNESS WHEREOF, each of the Constituent Banks and the Holding Company have caused this Agreement to be signed in its corporate name by its duly authorized officers all as of the date first above written. THE PARK AVENUE BANK
By: /s/ William S. Cowart ---------------------------------------------William S. Cowart, President

Attest: /s/ Arabi Hall -----------------------------------------Arabi Hall, Asst. Secretary

[BANK SEAL] EAGLE BANK AND TRUST
By: /s/ Gary L. Johnson ---------------------------------------------Gary L. Johnson, President

Attest: /s/ Gay Dailey -----------------------------------------Gay Dailey, Secretary

[BANK SEAL] 6

IN WITNESS WHEREOF, each of the Constituent Banks and the Holding Company have caused this Agreement to be signed in its corporate name by its duly authorized officers all as of the date first above written. THE PARK AVENUE BANK
By: /s/ William S. Cowart ---------------------------------------------William S. Cowart, President

Attest: /s/ Arabi Hall -----------------------------------------Arabi Hall, Asst. Secretary

[BANK SEAL] EAGLE BANK AND TRUST
By: /s/ Gary L. Johnson ---------------------------------------------Gary L. Johnson, President

Attest: /s/ Gay Dailey -----------------------------------------Gay Dailey, Secretary

[BANK SEAL] 6

[Signatures Continued from Preceding Page] PAB BANKSHARES, INC.
By: /s/ R. Bradford Burnette ---------------------------------------------R. Bradford Burnette, President and Chief Executive Officer

Attest: /s/ Denise McKenzie -----------------------------------------Denise McKenzie, Secretary

[CORPORATE SEAL] 7 EXHIBIT 2.6 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is entered into as of the 26th day of September, 2001, by and among PAB BANKSHARES, INC., a corporation organized under the laws of the

[Signatures Continued from Preceding Page] PAB BANKSHARES, INC.
By: /s/ R. Bradford Burnette ---------------------------------------------R. Bradford Burnette, President and Chief Executive Officer

Attest: /s/ Denise McKenzie -----------------------------------------Denise McKenzie, Secretary

[CORPORATE SEAL] 7 EXHIBIT 2.6 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is entered into as of the 26th day of September, 2001, by and among PAB BANKSHARES, INC., a corporation organized under the laws of the State of Georgia (the "Holding Company"), THE PARK AVENUE BANK, a Georgia financial institution and wholly owned subsidiary of the Holding Company ("Park Avenue"), and BAXLEY FEDERAL BANK, a Georgia financial institution and wholly owned subsidiary of the Holding Company. W I T N E S S E T H: WHEREAS, Park Avenue is a financial institution duly organized and existing under the laws of the State of Georgia, having its registered office at 3102 North Oak Street Extension, Valdosta, Georgia, Lowndes County; and WHEREAS, Park Avenue has authorized capital stock consisting of 50,000 shares, $10.00 par value per share, of which 50,000 shares have been duly issued and are outstanding (the "Park Avenue Common Stock"), and all of which are held by the Holding Company as of the date of this Agreement; and WHEREAS, Baxley Federal Bank is a financial institution duly organized and existing under the laws of the State of Georgia, having its registered office at 198 East Parker Street, Baxley, Georgia, Appling County; and WHEREAS, Baxley has authorized capital stock consisting of 8,000,000 shares, $8 par value per share, of which 551, 481 shares have been duly issued and are outstanding (the "Baxley Common Stock"), and all of which are held by the Holding Company as of the date of this Agreement; and

WHEREAS, the Boards of Directors of each of Park Avenue and Baxley (collectively, the "Constituent Banks") have deemed it advisable to merge Baxley with and into Park Avenue (the "Merger") and, by resolutions duly adopted, have approved the Merger on the terms and conditions hereinafter set forth in accordance with the laws of the State of Georgia which permit such a Merger and have directed that the Agreement be submitted to the respective shareholders of Park Avenue and Baxley; and WHEREAS, the Holding Company is the sole shareholder of Park Avenue and Baxley and believes it is in the best interest of each of them to enter into the Merger, and the Board of Directors of the Holding Company, by resolutions duly adopted, has approved the Merger, and the Holding Company has agreed to be bound thereby; NOW, THEREFORE, in consideration of the premises and of the mutual agreements, covenants and conditions

EXHIBIT 2.6 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is entered into as of the 26th day of September, 2001, by and among PAB BANKSHARES, INC., a corporation organized under the laws of the State of Georgia (the "Holding Company"), THE PARK AVENUE BANK, a Georgia financial institution and wholly owned subsidiary of the Holding Company ("Park Avenue"), and BAXLEY FEDERAL BANK, a Georgia financial institution and wholly owned subsidiary of the Holding Company. W I T N E S S E T H: WHEREAS, Park Avenue is a financial institution duly organized and existing under the laws of the State of Georgia, having its registered office at 3102 North Oak Street Extension, Valdosta, Georgia, Lowndes County; and WHEREAS, Park Avenue has authorized capital stock consisting of 50,000 shares, $10.00 par value per share, of which 50,000 shares have been duly issued and are outstanding (the "Park Avenue Common Stock"), and all of which are held by the Holding Company as of the date of this Agreement; and WHEREAS, Baxley Federal Bank is a financial institution duly organized and existing under the laws of the State of Georgia, having its registered office at 198 East Parker Street, Baxley, Georgia, Appling County; and WHEREAS, Baxley has authorized capital stock consisting of 8,000,000 shares, $8 par value per share, of which 551, 481 shares have been duly issued and are outstanding (the "Baxley Common Stock"), and all of which are held by the Holding Company as of the date of this Agreement; and

WHEREAS, the Boards of Directors of each of Park Avenue and Baxley (collectively, the "Constituent Banks") have deemed it advisable to merge Baxley with and into Park Avenue (the "Merger") and, by resolutions duly adopted, have approved the Merger on the terms and conditions hereinafter set forth in accordance with the laws of the State of Georgia which permit such a Merger and have directed that the Agreement be submitted to the respective shareholders of Park Avenue and Baxley; and WHEREAS, the Holding Company is the sole shareholder of Park Avenue and Baxley and believes it is in the best interest of each of them to enter into the Merger, and the Board of Directors of the Holding Company, by resolutions duly adopted, has approved the Merger, and the Holding Company has agreed to be bound thereby; NOW, THEREFORE, in consideration of the premises and of the mutual agreements, covenants and conditions hereinafter contained, and for the purpose of stating the method, terms and conditions of the Merger, the manner of carrying the same into effect and such other details and provisions as are deemed desirable, the parties hereto have agreed and do hereby agree, subject to the terms and conditions hereinafter set forth, as follows: ARTICLE I Subject to the terms and upon satisfaction of all requirements of law and the conditions specified in this Agreement, including receipt of the approval of the Georgia Department of Banking and Finance, the Federal Reserve and any other state or federal regulatory agency, the Merger shall become effective on the date that the Secretary of State of Georgia shall issue a certificate of merger with respect thereto in accordance with the provisions of Section 7-1-536 of the Financial Institutions Code of Georgia (the "Effective Date"), at which time the separate existence of Baxley shall cease and Baxley shall be merged, pursuant to Sections 7-1-530 et. seq. of 2

the Financial Institutions Code of Georgia (the "FICG") with and into Park Avenue, which shall continue its corporate existence and be the financial institution surviving the Merger (the "Resulting Bank"). The Merger shall become effective upon the Effective Date pursuant to Section 7-1-536 of the FICG.

WHEREAS, the Boards of Directors of each of Park Avenue and Baxley (collectively, the "Constituent Banks") have deemed it advisable to merge Baxley with and into Park Avenue (the "Merger") and, by resolutions duly adopted, have approved the Merger on the terms and conditions hereinafter set forth in accordance with the laws of the State of Georgia which permit such a Merger and have directed that the Agreement be submitted to the respective shareholders of Park Avenue and Baxley; and WHEREAS, the Holding Company is the sole shareholder of Park Avenue and Baxley and believes it is in the best interest of each of them to enter into the Merger, and the Board of Directors of the Holding Company, by resolutions duly adopted, has approved the Merger, and the Holding Company has agreed to be bound thereby; NOW, THEREFORE, in consideration of the premises and of the mutual agreements, covenants and conditions hereinafter contained, and for the purpose of stating the method, terms and conditions of the Merger, the manner of carrying the same into effect and such other details and provisions as are deemed desirable, the parties hereto have agreed and do hereby agree, subject to the terms and conditions hereinafter set forth, as follows: ARTICLE I Subject to the terms and upon satisfaction of all requirements of law and the conditions specified in this Agreement, including receipt of the approval of the Georgia Department of Banking and Finance, the Federal Reserve and any other state or federal regulatory agency, the Merger shall become effective on the date that the Secretary of State of Georgia shall issue a certificate of merger with respect thereto in accordance with the provisions of Section 7-1-536 of the Financial Institutions Code of Georgia (the "Effective Date"), at which time the separate existence of Baxley shall cease and Baxley shall be merged, pursuant to Sections 7-1-530 et. seq. of 2

the Financial Institutions Code of Georgia (the "FICG") with and into Park Avenue, which shall continue its corporate existence and be the financial institution surviving the Merger (the "Resulting Bank"). The Merger shall become effective upon the Effective Date pursuant to Section 7-1-536 of the FICG. ARTICLE II The name of the Resulting Bank shall be "The Park Avenue Bank," a Georgia financial institution. ARTICLE III The Resulting Bank shall be governed by the laws of the State of Georgia. On the Effective Date, the existing Articles of Incorporation of Park Avenue shall be the Articles of Incorporation of the Resulting Bank until further amended in the manner provided by law. The purposes and powers of the Resulting Bank shall be as set forth in the currently existing Articles of Incorporation of Park Avenue until further amended in the manner provided by law. ARTICLE IV On the Effective Date, the existing Bylaws of Park Avenue shall be the Bylaws of the Resulting Bank, until the same shall thereafter be altered, amended or repealed in accordance with applicable law, the Articles of Incorporation and said Bylaws. ARTICLE V On the Effective Date, the persons who are the directors and the officers of Park Avenue immediately prior to the Effective Date shall be the directors and officers of the Resulting Bank and shall serve until their respective successors are elected or appointed pursuant to the Bylaws of the Resulting Bank. If on the Effective Date a vacancy exists, it may thereafter be filled in the manner provided by the Bylaws of the Resulting Bank. 3

the Financial Institutions Code of Georgia (the "FICG") with and into Park Avenue, which shall continue its corporate existence and be the financial institution surviving the Merger (the "Resulting Bank"). The Merger shall become effective upon the Effective Date pursuant to Section 7-1-536 of the FICG. ARTICLE II The name of the Resulting Bank shall be "The Park Avenue Bank," a Georgia financial institution. ARTICLE III The Resulting Bank shall be governed by the laws of the State of Georgia. On the Effective Date, the existing Articles of Incorporation of Park Avenue shall be the Articles of Incorporation of the Resulting Bank until further amended in the manner provided by law. The purposes and powers of the Resulting Bank shall be as set forth in the currently existing Articles of Incorporation of Park Avenue until further amended in the manner provided by law. ARTICLE IV On the Effective Date, the existing Bylaws of Park Avenue shall be the Bylaws of the Resulting Bank, until the same shall thereafter be altered, amended or repealed in accordance with applicable law, the Articles of Incorporation and said Bylaws. ARTICLE V On the Effective Date, the persons who are the directors and the officers of Park Avenue immediately prior to the Effective Date shall be the directors and officers of the Resulting Bank and shall serve until their respective successors are elected or appointed pursuant to the Bylaws of the Resulting Bank. If on the Effective Date a vacancy exists, it may thereafter be filled in the manner provided by the Bylaws of the Resulting Bank. 3

ARTICLE VI The manner of carrying into effect the Merger provided in this Agreement shall be as follows: Prior to the Merger, all outstanding shares of Baxley Common Stock are owned by the Holding Company. On the Effective Date, each share of Baxley Common Stock issued and outstanding shall be retired, canceled and extinguished. ARTICLE VII On the Effective Date, all of the assets, liabilities, equity, reserves and accounts of Baxley shall be transferred by Baxley to Park Avenue. From time to time as and when requested by the Resulting Bank, or by its successors or assigns, Baxley shall execute and deliver or cause to be executed and delivered all such other instruments and shall take or cause to be taken all such further or other actions as the Resulting Bank, or its successors or assigns, may deem necessary or desirable in order to vest in and confirm to the Resulting Bank and its successors and assigns title to and possession of all the property, rights, trusts, privileges, powers, duties, obligations, licenses and franchises of Baxley and otherwise to carry out the intent and purposes of this Agreement. ARTICLE VIII On the Effective Date, the assets, liabilities, equity, reserves and accounts of the Constituent Banks shall be recorded on the books of the Resulting Bank at the amounts at which they, respectively, shall then be carried on the books of said Constituent Banks, subject to such adjustments or eliminations of intercompany items as may be appropriate in giving effect to the Merger. 4

ARTICLE VI The manner of carrying into effect the Merger provided in this Agreement shall be as follows: Prior to the Merger, all outstanding shares of Baxley Common Stock are owned by the Holding Company. On the Effective Date, each share of Baxley Common Stock issued and outstanding shall be retired, canceled and extinguished. ARTICLE VII On the Effective Date, all of the assets, liabilities, equity, reserves and accounts of Baxley shall be transferred by Baxley to Park Avenue. From time to time as and when requested by the Resulting Bank, or by its successors or assigns, Baxley shall execute and deliver or cause to be executed and delivered all such other instruments and shall take or cause to be taken all such further or other actions as the Resulting Bank, or its successors or assigns, may deem necessary or desirable in order to vest in and confirm to the Resulting Bank and its successors and assigns title to and possession of all the property, rights, trusts, privileges, powers, duties, obligations, licenses and franchises of Baxley and otherwise to carry out the intent and purposes of this Agreement. ARTICLE VIII On the Effective Date, the assets, liabilities, equity, reserves and accounts of the Constituent Banks shall be recorded on the books of the Resulting Bank at the amounts at which they, respectively, shall then be carried on the books of said Constituent Banks, subject to such adjustments or eliminations of intercompany items as may be appropriate in giving effect to the Merger. 4

ARTICLE IX Notwithstanding anything herein or elsewhere to the contrary, this Agreement may be terminated and abandoned by Baxley, Park Avenue and the Holding Company by appropriate resolution of any of their Boards of Directors at any time prior to the Effective Date of the Merger. ARTICLE X At any time before or after approval and adoption by the respective sole shareholders of Park Avenue and Baxley, this Agreement may be modified, amended or supplemented by additional agreements, articles or certificates as may be determined in the judgment of the respective Boards of Directors of the parties hereto to be necessary, desirable or expedient to further the purposes of this Agreement, to clarify the intention of the parties, to add to or modify the covenants, terms or conditions contained herein or to effectuate or facilitate any governmental approval of the Merger or this Agreement, or otherwise to effectuate or facilitate the consummation of the transactions contemplated hereby. ARTICLE XI This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. 5

IN WITNESS WHEREOF, each of the Constituent Banks and the Holding Company have caused this Agreement to be signed in its corporate name by its duly authorized officers all as of the date first above written. THE PARK AVENUE BANK
By: /s/ William S. Cowart

ARTICLE IX Notwithstanding anything herein or elsewhere to the contrary, this Agreement may be terminated and abandoned by Baxley, Park Avenue and the Holding Company by appropriate resolution of any of their Boards of Directors at any time prior to the Effective Date of the Merger. ARTICLE X At any time before or after approval and adoption by the respective sole shareholders of Park Avenue and Baxley, this Agreement may be modified, amended or supplemented by additional agreements, articles or certificates as may be determined in the judgment of the respective Boards of Directors of the parties hereto to be necessary, desirable or expedient to further the purposes of this Agreement, to clarify the intention of the parties, to add to or modify the covenants, terms or conditions contained herein or to effectuate or facilitate any governmental approval of the Merger or this Agreement, or otherwise to effectuate or facilitate the consummation of the transactions contemplated hereby. ARTICLE XI This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. 5

IN WITNESS WHEREOF, each of the Constituent Banks and the Holding Company have caused this Agreement to be signed in its corporate name by its duly authorized officers all as of the date first above written. THE PARK AVENUE BANK
By: /s/ William S. Cowart ----------------------------------------William S. Cowart, President

Attest: /s/ Arabi Hall -------------------------------------Arabi Hall, Asst. Secretary

[BANK SEAL] BAXLEY FEDERAL BANK
By: /s/ Alvin R. Tuten -----------------------------------------Alvin R. Tuten, Jr., President

Attest: /s/ Janine L. Hunter -------------------------------------Janine L. Hunter, Secretary

[BANK SEAL] 6

IN WITNESS WHEREOF, each of the Constituent Banks and the Holding Company have caused this Agreement to be signed in its corporate name by its duly authorized officers all as of the date first above written. THE PARK AVENUE BANK
By: /s/ William S. Cowart ----------------------------------------William S. Cowart, President

Attest: /s/ Arabi Hall -------------------------------------Arabi Hall, Asst. Secretary

[BANK SEAL] BAXLEY FEDERAL BANK
By: /s/ Alvin R. Tuten -----------------------------------------Alvin R. Tuten, Jr., President

Attest: /s/ Janine L. Hunter -------------------------------------Janine L. Hunter, Secretary

[BANK SEAL] 6

[Signatures Continued from Preceding Page] PAB BANKSHARES, INC.
By: /s/ R. Bradford Burnette ----------------------------------------R. Bradford Burnette, President and Chief Executive Officer

Attest: /s/ Denise McKenzie -------------------------------------Denise McKenzie, Secretary

[CORPORATE SEAL] 7 EXHIBIT 2.7 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is entered into as of the 26th day of September, 2001, by and among PAB BANKSHARES, INC., a corporation organized under the laws of the

[Signatures Continued from Preceding Page] PAB BANKSHARES, INC.
By: /s/ R. Bradford Burnette ----------------------------------------R. Bradford Burnette, President and Chief Executive Officer

Attest: /s/ Denise McKenzie -------------------------------------Denise McKenzie, Secretary

[CORPORATE SEAL] 7 EXHIBIT 2.7 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is entered into as of the 26th day of September, 2001, by and among PAB BANKSHARES, INC., a corporation organized under the laws of the State of Georgia (the "Holding Company"), THE PARK AVENUE BANK, a Georgia financial institution and wholly owned subsidiary of the Holding Company ("Park Avenue"), and FIRST COMMUNITY BANK OF SOUTHWEST GEORGIA, a Georgia financial institution and wholly owned subsidiary of the Holding Company. W I T N E S S E T H: WHEREAS, Park Avenue is a financial institution duly organized and existing under the laws of the State of Georgia, having its registered office at 3102 North Oak Street Extension, Valdosta, Georgia, Lowndes County; and WHEREAS, Park Avenue has authorized capital stock consisting of 50,000 shares, $10.00 par value per share, of which 50,000 shares have been duly issued and are outstanding (the "Park Avenue Common Stock"), and all of which are held by the Holding Company as of the date of this Agreement; and WHEREAS, First Community Bank of Southwest Georgia is a financial institution duly organized and existing under the laws of the State of Georgia, having its registered office at 226 S. Broad Street, Bainbridge, Georgia Decatur County; and WHEREAS, First Community has authorized capital stock consisting of 8,000,000 shares, $1.00 par value per share, of which 2,277,516 shares have been duly issued and are outstanding (the "First Community Common Stock"), and all of which are held by the Holding Company as of the date of this Agreement; and

WHEREAS, the Boards of Directors of each of Park Avenue and First Community (collectively, the "Constituent Banks") have deemed it advisable to merge First Community with and into Park Avenue (the "Merger") and, by resolutions duly adopted, have approved the Merger on the terms and conditions hereinafter set forth in accordance with the laws of the State of Georgia which permit such a Merger and have directed that the Agreement be submitted to the respective shareholders of Park Avenue and First Community; and WHEREAS, the Holding Company is the sole shareholder of Park Avenue and First Community and believes it is in the best interest of each of them to enter into the Merger, and the Board of Directors of the Holding Company, by resolutions duly adopted, has approved the Merger, and the Holding Company has agreed to be bound thereby;

EXHIBIT 2.7 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is entered into as of the 26th day of September, 2001, by and among PAB BANKSHARES, INC., a corporation organized under the laws of the State of Georgia (the "Holding Company"), THE PARK AVENUE BANK, a Georgia financial institution and wholly owned subsidiary of the Holding Company ("Park Avenue"), and FIRST COMMUNITY BANK OF SOUTHWEST GEORGIA, a Georgia financial institution and wholly owned subsidiary of the Holding Company. W I T N E S S E T H: WHEREAS, Park Avenue is a financial institution duly organized and existing under the laws of the State of Georgia, having its registered office at 3102 North Oak Street Extension, Valdosta, Georgia, Lowndes County; and WHEREAS, Park Avenue has authorized capital stock consisting of 50,000 shares, $10.00 par value per share, of which 50,000 shares have been duly issued and are outstanding (the "Park Avenue Common Stock"), and all of which are held by the Holding Company as of the date of this Agreement; and WHEREAS, First Community Bank of Southwest Georgia is a financial institution duly organized and existing under the laws of the State of Georgia, having its registered office at 226 S. Broad Street, Bainbridge, Georgia Decatur County; and WHEREAS, First Community has authorized capital stock consisting of 8,000,000 shares, $1.00 par value per share, of which 2,277,516 shares have been duly issued and are outstanding (the "First Community Common Stock"), and all of which are held by the Holding Company as of the date of this Agreement; and

WHEREAS, the Boards of Directors of each of Park Avenue and First Community (collectively, the "Constituent Banks") have deemed it advisable to merge First Community with and into Park Avenue (the "Merger") and, by resolutions duly adopted, have approved the Merger on the terms and conditions hereinafter set forth in accordance with the laws of the State of Georgia which permit such a Merger and have directed that the Agreement be submitted to the respective shareholders of Park Avenue and First Community; and WHEREAS, the Holding Company is the sole shareholder of Park Avenue and First Community and believes it is in the best interest of each of them to enter into the Merger, and the Board of Directors of the Holding Company, by resolutions duly adopted, has approved the Merger, and the Holding Company has agreed to be bound thereby; NOW, THEREFORE, in consideration of the premises and of the mutual agreements, covenants and conditions hereinafter contained, and for the purpose of stating the method, terms and conditions of the Merger, the manner of carrying the same into effect and such other details and provisions as are deemed desirable, the parties hereto have agreed and do hereby agree, subject to the terms and conditions hereinafter set forth, as follows: ARTICLE I Subject to the terms and upon satisfaction of all requirements of law and the conditions specified in this Agreement, including receipt of the approval of the Georgia Department of Banking and Finance, the Federal Reserve and any other state or federal regulatory agency, the Merger shall become effective on the date that the Secretary of State of Georgia shall issue a certificate of merger with respect thereto in accordance with the provisions of Section 7-1-536 of the Financial Institutions Code of Georgia (the "Effective Date"), at which time the separate existence of First Community shall cease and First Community shall be merged, pursuant to 2 Sections 7-1-530 et. seq. of the Financial Institutions Code of Georgia (the

WHEREAS, the Boards of Directors of each of Park Avenue and First Community (collectively, the "Constituent Banks") have deemed it advisable to merge First Community with and into Park Avenue (the "Merger") and, by resolutions duly adopted, have approved the Merger on the terms and conditions hereinafter set forth in accordance with the laws of the State of Georgia which permit such a Merger and have directed that the Agreement be submitted to the respective shareholders of Park Avenue and First Community; and WHEREAS, the Holding Company is the sole shareholder of Park Avenue and First Community and believes it is in the best interest of each of them to enter into the Merger, and the Board of Directors of the Holding Company, by resolutions duly adopted, has approved the Merger, and the Holding Company has agreed to be bound thereby; NOW, THEREFORE, in consideration of the premises and of the mutual agreements, covenants and conditions hereinafter contained, and for the purpose of stating the method, terms and conditions of the Merger, the manner of carrying the same into effect and such other details and provisions as are deemed desirable, the parties hereto have agreed and do hereby agree, subject to the terms and conditions hereinafter set forth, as follows: ARTICLE I Subject to the terms and upon satisfaction of all requirements of law and the conditions specified in this Agreement, including receipt of the approval of the Georgia Department of Banking and Finance, the Federal Reserve and any other state or federal regulatory agency, the Merger shall become effective on the date that the Secretary of State of Georgia shall issue a certificate of merger with respect thereto in accordance with the provisions of Section 7-1-536 of the Financial Institutions Code of Georgia (the "Effective Date"), at which time the separate existence of First Community shall cease and First Community shall be merged, pursuant to 2 Sections 7-1-530 et. seq. of the Financial Institutions Code of Georgia (the "FICG") with and into Park Avenue, which shall continue its corporate existence and be the financial institution surviving the Merger (the "Resulting Bank"). The Merger shall become effective upon the Effective Date pursuant to Section 7-1-536 of the FICG. ARTICLE II The name of the Resulting Bank shall be "The Park Avenue Bank," a Georgia financial institution. ARTICLE III The Resulting Bank shall be governed by the laws of the State of Georgia. On the Effective Date, the existing Articles of Incorporation of Park Avenue shall be the Articles of Incorporation of the Resulting Bank until further amended in the manner provided by law. The purposes and powers of the Resulting Bank shall be as set forth in the currently existing Articles of Incorporation of Park Avenue until further amended in the manner provided by law. ARTICLE IV On the Effective Date, the existing Bylaws of Park Avenue shall be the Bylaws of the Resulting Bank, until the same shall thereafter be altered, amended or repealed in accordance with applicable law, the Articles of Incorporation and said Bylaws. ARTICLE V On the Effective Date, the persons who are the directors and the officers of Park Avenue immediately prior to the Effective Date shall be the directors and officers of the Resulting Bank and shall serve until their respective successors are elected or appointed pursuant to the Bylaws of the Resulting Bank. If on the Effective Date a vacancy exists, it may thereafter be filled in the manner provided by the Bylaws of the Resulting Bank.

Sections 7-1-530 et. seq. of the Financial Institutions Code of Georgia (the "FICG") with and into Park Avenue, which shall continue its corporate existence and be the financial institution surviving the Merger (the "Resulting Bank"). The Merger shall become effective upon the Effective Date pursuant to Section 7-1-536 of the FICG. ARTICLE II The name of the Resulting Bank shall be "The Park Avenue Bank," a Georgia financial institution. ARTICLE III The Resulting Bank shall be governed by the laws of the State of Georgia. On the Effective Date, the existing Articles of Incorporation of Park Avenue shall be the Articles of Incorporation of the Resulting Bank until further amended in the manner provided by law. The purposes and powers of the Resulting Bank shall be as set forth in the currently existing Articles of Incorporation of Park Avenue until further amended in the manner provided by law. ARTICLE IV On the Effective Date, the existing Bylaws of Park Avenue shall be the Bylaws of the Resulting Bank, until the same shall thereafter be altered, amended or repealed in accordance with applicable law, the Articles of Incorporation and said Bylaws. ARTICLE V On the Effective Date, the persons who are the directors and the officers of Park Avenue immediately prior to the Effective Date shall be the directors and officers of the Resulting Bank and shall serve until their respective successors are elected or appointed pursuant to the Bylaws of the Resulting Bank. If on the Effective Date a vacancy exists, it may thereafter be filled in the manner provided by the Bylaws of the Resulting Bank. 3

ARTICLE VI The manner of carrying into effect the Merger provided in this Agreement shall be as follows: Prior to the Merger, all outstanding shares of First Community Common Stock are owned by the Holding Company. On the Effective Date, each share of First Community Common Stock issued and outstanding shall be retired, canceled and extinguished. ARTICLE VII On the Effective Date, all of the assets, liabilities, equity, reserves and accounts of First Community shall be transferred by First Community to Park Avenue. From time to time as and when requested by the Resulting Bank, or by its successors or assigns, First Community shall execute and deliver or cause to be executed and delivered all such other instruments and shall take or cause to be taken all such further or other actions as the Resulting Bank, or its successors or assigns, may deem necessary or desirable in order to vest in and confirm to the Resulting Bank and its successors and assigns title to and possession of all the property, rights, trusts, privileges, powers, duties, obligations, licenses and franchises of First Community and otherwise to carry out the intent and purposes of this Agreement. ARTICLE VIII On the Effective Date, the assets, liabilities, equity, reserves and accounts of the Constituent Banks shall be recorded on the books of the Resulting Bank at the amounts at which they, respectively, shall then be carried on the books of said Constituent Banks, subject to such adjustments or eliminations of intercompany items as may be appropriate in giving effect to the Merger.

ARTICLE VI The manner of carrying into effect the Merger provided in this Agreement shall be as follows: Prior to the Merger, all outstanding shares of First Community Common Stock are owned by the Holding Company. On the Effective Date, each share of First Community Common Stock issued and outstanding shall be retired, canceled and extinguished. ARTICLE VII On the Effective Date, all of the assets, liabilities, equity, reserves and accounts of First Community shall be transferred by First Community to Park Avenue. From time to time as and when requested by the Resulting Bank, or by its successors or assigns, First Community shall execute and deliver or cause to be executed and delivered all such other instruments and shall take or cause to be taken all such further or other actions as the Resulting Bank, or its successors or assigns, may deem necessary or desirable in order to vest in and confirm to the Resulting Bank and its successors and assigns title to and possession of all the property, rights, trusts, privileges, powers, duties, obligations, licenses and franchises of First Community and otherwise to carry out the intent and purposes of this Agreement. ARTICLE VIII On the Effective Date, the assets, liabilities, equity, reserves and accounts of the Constituent Banks shall be recorded on the books of the Resulting Bank at the amounts at which they, respectively, shall then be carried on the books of said Constituent Banks, subject to such adjustments or eliminations of intercompany items as may be appropriate in giving effect to the Merger. 4

ARTICLE IX Notwithstanding anything herein or elsewhere to the contrary, this Agreement may be terminated and abandoned by First Community, Park Avenue and the Holding Company by appropriate resolution of any of their Boards of Directors at any time prior to the Effective Date of the Merger. ARTICLE X At any time before or after approval and adoption by the respective sole shareholders of Park Avenue and First Community, this Agreement may be modified, amended or supplemented by additional agreements, articles or certificates as may be determined in the judgment of the respective Boards of Directors of the parties hereto to be necessary, desirable or expedient to further the purposes of this Agreement, to clarify the intention of the parties, to add to or modify the covenants, terms or conditions contained herein or to effectuate or facilitate any governmental approval of the Merger or this Agreement, or otherwise to effectuate or facilitate the consummation of the transactions contemplated hereby. ARTICLE XI This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. 5

IN WITNESS WHEREOF, each of the Constituent Banks and the Holding Company have caused this Agreement to be signed in its corporate name by its duly authorized officers all as of the date first above written. THE PARK AVENUE BANK

ARTICLE IX Notwithstanding anything herein or elsewhere to the contrary, this Agreement may be terminated and abandoned by First Community, Park Avenue and the Holding Company by appropriate resolution of any of their Boards of Directors at any time prior to the Effective Date of the Merger. ARTICLE X At any time before or after approval and adoption by the respective sole shareholders of Park Avenue and First Community, this Agreement may be modified, amended or supplemented by additional agreements, articles or certificates as may be determined in the judgment of the respective Boards of Directors of the parties hereto to be necessary, desirable or expedient to further the purposes of this Agreement, to clarify the intention of the parties, to add to or modify the covenants, terms or conditions contained herein or to effectuate or facilitate any governmental approval of the Merger or this Agreement, or otherwise to effectuate or facilitate the consummation of the transactions contemplated hereby. ARTICLE XI This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. 5

IN WITNESS WHEREOF, each of the Constituent Banks and the Holding Company have caused this Agreement to be signed in its corporate name by its duly authorized officers all as of the date first above written. THE PARK AVENUE BANK
By: /s/ William S. Cowart -----------------------------------------William S. Cowart, President

Attest: /s/ Arabi Hall -------------------------------------Arabi Hall, Asst. Secretary

[BANK SEAL] FIRST COMMUNITY BANK OF SOUTHWEST GEORGIA
By: /s/ Jeffrey E. Hanson -----------------------------------------Jeffrey E. Hanson, President

Attest: /s/ Judy Powell -------------------------------------Judy Powell, Secretary

[BANK SEAL] 6

IN WITNESS WHEREOF, each of the Constituent Banks and the Holding Company have caused this Agreement to be signed in its corporate name by its duly authorized officers all as of the date first above written. THE PARK AVENUE BANK
By: /s/ William S. Cowart -----------------------------------------William S. Cowart, President

Attest: /s/ Arabi Hall -------------------------------------Arabi Hall, Asst. Secretary

[BANK SEAL] FIRST COMMUNITY BANK OF SOUTHWEST GEORGIA
By: /s/ Jeffrey E. Hanson -----------------------------------------Jeffrey E. Hanson, President

Attest: /s/ Judy Powell -------------------------------------Judy Powell, Secretary

[BANK SEAL] 6

[Signatures Continued from Preceding Page] PAB BANKSHARES, INC.
By: /s/ R. Bradford Burnette -----------------------------------------R. Bradford Burnette, President and Chief Executive Officer

Attest: /s/ Denise McKenzie -------------------------------------Denise McKenzie, Secretary

[CORPORATE SEAL] 7

EXHIBIT 4.1 PAB BANKSHARES INC.

[Signatures Continued from Preceding Page] PAB BANKSHARES, INC.
By: /s/ R. Bradford Burnette -----------------------------------------R. Bradford Burnette, President and Chief Executive Officer

Attest: /s/ Denise McKenzie -------------------------------------Denise McKenzie, Secretary

[CORPORATE SEAL] 7

EXHIBIT 4.1 PAB BANKSHARES INC. as Issuer INDENTURE Dated as of November 28, 2001 WILMINGTON TRUST COMPANY as Trustee FLOATING RATE JUNIOR SUBORDINATED DEBT SECURITIES DUE 2031

TABLE OF CONTENTS PAGE ARTICLE I DEFINITIONS Section 1.01 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . ARTICLE II DEBT SECURITIES Section Section Section Section Section Section Section Section Section Section Section Section 2.01 2.02 2.03 2.04 2.05 2.06 2.07 2.08 2.09 2.10 2.11 2.12 Authentication and Dating . . . . . . . . . . . . . . . . Form of Trustee's Certificate of Authentication . . . . . Form and Denomination of Debt Securities. . . . . . . . . Execution of Debt Securities. . . . . . . . . . . . . . . Exchange and Registration of Transfer of Debt Securities. Mutilated, Destroyed, Lost or Stolen Debt Securities. . . Temporary Debt Securities . . . . . . . . . . . . . . . . Payment of Interest . . . . . . . . . . . . . . . . . . . Cancellation of Debt Securities Paid, etc . . . . . . . . Computation of Interest . . . . . . . . . . . . . . . . . Extension of Interest Payment Period. . . . . . . . . . . CUSIP Numbers . . . . . . . . . . . . . . . . . . . . . . ARTICLE III PARTICULAR COVENANTS OF THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 9 9 10 10 13 13 14 15 15 17 18 1

EXHIBIT 4.1 PAB BANKSHARES INC. as Issuer INDENTURE Dated as of November 28, 2001 WILMINGTON TRUST COMPANY as Trustee FLOATING RATE JUNIOR SUBORDINATED DEBT SECURITIES DUE 2031

TABLE OF CONTENTS PAGE ARTICLE I DEFINITIONS Section 1.01 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . ARTICLE II DEBT SECURITIES Section Section Section Section Section Section Section Section Section Section Section Section 2.01 2.02 2.03 2.04 2.05 2.06 2.07 2.08 2.09 2.10 2.11 2.12 Authentication and Dating . . . . . . . . . . . . . . . . Form of Trustee's Certificate of Authentication . . . . . Form and Denomination of Debt Securities. . . . . . . . . Execution of Debt Securities. . . . . . . . . . . . . . . Exchange and Registration of Transfer of Debt Securities. Mutilated, Destroyed, Lost or Stolen Debt Securities. . . Temporary Debt Securities . . . . . . . . . . . . . . . . Payment of Interest . . . . . . . . . . . . . . . . . . . Cancellation of Debt Securities Paid, etc . . . . . . . . Computation of Interest . . . . . . . . . . . . . . . . . Extension of Interest Payment Period. . . . . . . . . . . CUSIP Numbers . . . . . . . . . . . . . . . . . . . . . . ARTICLE III PARTICULAR COVENANTS OF THE COMPANY Section 3.01 Section Section Section Section Section Section Section Section 3.02 3.03 3.04 3.05 3.06 3.07 3.08 3.09 Payment of Principal, Premium and Interest; the Debt Securities . . . . . . . . . . . . Offices for Notices and Payments, etc . . . Appointments to Fill Vacancies in Trustee's Provision as to Paying Agent. . . . . . . . Certificate to Trustee. . . . . . . . . . . Additional Interest . . . . . . . . . . . . Compliance with Consolidation Provisions. . Limitation on Dividends . . . . . . . . . . Covenants as to the Trust . . . . . . . . . Agreed Treatment of . . . . . . . . . . . . . . . . . . . . Office. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 9 9 10 10 13 13 14 15 15 17 18 1

18 19 19 19 20 20 21 21 22

ARTICLE IV LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE Section 4.01 Securityholders' Lists. . . . . . . . . . . . . . . . . . . . . 22

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Section 4.02

Preservation and Disclosure of Lists. . . . . . . . . . . . . . ARTICLE V

22

TABLE OF CONTENTS PAGE ARTICLE I DEFINITIONS Section 1.01 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . ARTICLE II DEBT SECURITIES Section Section Section Section Section Section Section Section Section Section Section Section 2.01 2.02 2.03 2.04 2.05 2.06 2.07 2.08 2.09 2.10 2.11 2.12 Authentication and Dating . . . . . . . . . . . . . . . . Form of Trustee's Certificate of Authentication . . . . . Form and Denomination of Debt Securities. . . . . . . . . Execution of Debt Securities. . . . . . . . . . . . . . . Exchange and Registration of Transfer of Debt Securities. Mutilated, Destroyed, Lost or Stolen Debt Securities. . . Temporary Debt Securities . . . . . . . . . . . . . . . . Payment of Interest . . . . . . . . . . . . . . . . . . . Cancellation of Debt Securities Paid, etc . . . . . . . . Computation of Interest . . . . . . . . . . . . . . . . . Extension of Interest Payment Period. . . . . . . . . . . CUSIP Numbers . . . . . . . . . . . . . . . . . . . . . . ARTICLE III PARTICULAR COVENANTS OF THE COMPANY Section 3.01 Section Section Section Section Section Section Section Section 3.02 3.03 3.04 3.05 3.06 3.07 3.08 3.09 Payment of Principal, Premium and Interest; the Debt Securities . . . . . . . . . . . . Offices for Notices and Payments, etc . . . Appointments to Fill Vacancies in Trustee's Provision as to Paying Agent. . . . . . . . Certificate to Trustee. . . . . . . . . . . Additional Interest . . . . . . . . . . . . Compliance with Consolidation Provisions. . Limitation on Dividends . . . . . . . . . . Covenants as to the Trust . . . . . . . . . Agreed Treatment of . . . . . . . . . . . . . . . . . . . . Office. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 9 9 10 10 13 13 14 15 15 17 18 1

18 19 19 19 20 20 21 21 22

ARTICLE IV LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE Section 4.01 Securityholders' Lists. . . . . . . . . . . . . . . . . . . . . 22

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Section 4.02

Preservation and Disclosure of Lists. . . . . . . . . . . . . . ARTICLE V REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS UPON AN EVENT OF DEFAULT

22

Section Section Section Section Section Section Section

5.01 5.02 5.03 5.04 5.05 5.06 5.07

Section 5.08 Section 5.09

Events of Default . . . . . . . . . . . . . . . . . . . . . Payment of Debt Securities on Default; Suit Therefor. . . . Application of Moneys Collected by Trustee. . . . . . . . . Proceedings by Securityholders. . . . . . . . . . . . . . . Proceedings by Trustee. . . . . . . . . . . . . . . . . . . Remedies Cumulative and Continuing. . . . . . . . . . . . . Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. . . . . . . . . . . . . . . . . . . . . Notice of Defaults. . . . . . . . . . . . . . . . . . . . . Undertaking to Pay Costs. . . . . . . . . . . . . . . . . . ARTICLE VI CONCERNING THE TRUSTEE

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24 25 27 27 28 28 28 29 29

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Section Section Section Section

6.01 6.02 6.03 6.04

Section 6.05

Duties and Responsibilities of Trustee. . . . Reliance on Documents, Opinions, etc. . . . . No Responsibility for Recitals, etc . . . . . Trustee, Authenticating Agent, Paying Agents, Agents or Registrar May Own Debt Securities . Moneys to be Held in Trust. . . . . . . . . .

. . . . . . . . . . . . . . . Transfer . . . . . . . . . .

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30 31 32 32 32

Section 4.02

Preservation and Disclosure of Lists. . . . . . . . . . . . . . ARTICLE V REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS UPON AN EVENT OF DEFAULT

22

Section Section Section Section Section Section Section

5.01 5.02 5.03 5.04 5.05 5.06 5.07

Section 5.08 Section 5.09

Events of Default . . . . . . . . . . . . . . . . . . . . . Payment of Debt Securities on Default; Suit Therefor. . . . Application of Moneys Collected by Trustee. . . . . . . . . Proceedings by Securityholders. . . . . . . . . . . . . . . Proceedings by Trustee. . . . . . . . . . . . . . . . . . . Remedies Cumulative and Continuing. . . . . . . . . . . . . Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. . . . . . . . . . . . . . . . . . . . . Notice of Defaults. . . . . . . . . . . . . . . . . . . . . Undertaking to Pay Costs. . . . . . . . . . . . . . . . . . ARTICLE VI CONCERNING THE TRUSTEE

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24 25 27 27 28 28 28 29 29

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Section Section Section Section Section Section Section Section Section Section Section Section

6.01 6.02 6.03 6.04 6.05 6.06 6.07 6.08 6.09 6.10 6.11 6.12

Duties and Responsibilities of Trustee. . . . Reliance on Documents, Opinions, etc. . . . . No Responsibility for Recitals, etc . . . . . Trustee, Authenticating Agent, Paying Agents, Agents or Registrar May Own Debt Securities . Moneys to be Held in Trust. . . . . . . . . . Compensation and Expenses of Trustee. . . . . Officers' Certificate as Evidence . . . . . . Eligibility of Trustee. . . . . . . . . . . . Resignation or Removal of Trustee . . . . . . Acceptance by Successor Trustee . . . . . . . Succession by Merger, etc . . . . . . . . . . Authenticating Agents . . . . . . . . . . . . ARTICLE VII CONCERNING THE SECURITYHOLDERS

. . . . . . . . . . . . . . . Transfer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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30 31 32 32 32 32 33 33 34 35 36 37

Section 7.01 Section 7.02 Section 7.03

Action by Securityholders . . . . . . . . . . . . . . . . . . . Proof of Execution by Securityholders . . . . . . . . . . . . . Who Are Deemed Absolute Owners. . . . . . . . . . . . . . . . .

38 38 39

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Section 7.04 Section 7.05

Debt Securities Owned by Company Deemed Not Outstanding . . . . Revocation of Consents; Future Holders Bound. . . . . . . . . . ARTICLE VIII SECURITYHOLDERS' MEETINGS

39 39

Section Section Section Section Section Section Section

8.01 8.02 8.03 8.04 8.05 8.06 8.07

Purposes of Meetings. . . . Call of Meetings by Trustee Call of Meetings by Company Qualifications for Voting . Regulations . . . . . . . . Voting. . . . . . . . . . . Quorum; Actions . . . . . .

. . . . . . . . . . . . . . . . . . . . or Securityholders. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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40 40 41 41 41 42 42

ARTICLE IX SUPPLEMENTAL INDENTURES Section Section Section Section Section 9.01 9.02 9.03 9.04 9.05 Supplemental Indentures without Consent of Securityholders. Supplemental Indentures with Consent of Securityholders . . Effect of Supplemental Indentures . . . . . . . . . . . . . Notation on Debt Securities . . . . . . . . . . . . . . . . Evidence of Compliance of Supplemental Indenture to be Furnished to Trustee. . . . . . . . . . . . . . . . . . . . ARTICLE X REDEMPTION OF SECURITIES Section 10.01 Section 10.02 Optional Redemption. . . . . . . . . . . . . . . . . . . . . . Special Event Redemption . . . . . . . . . . . . . . . . . . . 46 46 . . . . . . . . 43 44 45 45 46

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Section 7.04 Section 7.05

Debt Securities Owned by Company Deemed Not Outstanding . . . . Revocation of Consents; Future Holders Bound. . . . . . . . . . ARTICLE VIII SECURITYHOLDERS' MEETINGS

39 39

Section Section Section Section Section Section Section

8.01 8.02 8.03 8.04 8.05 8.06 8.07

Purposes of Meetings. . . . Call of Meetings by Trustee Call of Meetings by Company Qualifications for Voting . Regulations . . . . . . . . Voting. . . . . . . . . . . Quorum; Actions . . . . . .

. . . . . . . . . . . . . . . . . . . . or Securityholders. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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40 40 41 41 41 42 42

ARTICLE IX SUPPLEMENTAL INDENTURES Section Section Section Section Section 9.01 9.02 9.03 9.04 9.05 Supplemental Indentures without Consent of Securityholders. Supplemental Indentures with Consent of Securityholders . . Effect of Supplemental Indentures . . . . . . . . . . . . . Notation on Debt Securities . . . . . . . . . . . . . . . . Evidence of Compliance of Supplemental Indenture to be Furnished to Trustee. . . . . . . . . . . . . . . . . . . . ARTICLE X REDEMPTION OF SECURITIES Section Section Section Section 10.01 10.02 10.03 10.04 Optional Redemption. . . . . . . . . . . . . . . . Special Event Redemption . . . . . . . . . . . . . Notice of Redemption; Selection of Debt Securities Payment of Debt Securities Called for Redemption . . . . . . . . . . . . . . . . . . . . . . . . . 46 46 46 47 . . . . . . . . 43 44 45 45 46

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ARTICLE XI CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE Section 11.01 Section 11.02 Section 11.03 Company May Consolidate, etc., on Certain Terms. . . . . . . . Successor Entity to be Substituted . . . . . . . . . . . . . . Opinion of Counsel to be Given to Trustee. . . . . . . . . . . ARTICLE XII SATISFACTION AND DISCHARGE OF INDENTURE Section 12.01 Section 12.02 Discharge of Indenture . . . . . . . . . . . . . . . . . . . . Deposited Moneys to be Held in Trust by Trustee. . . . . . . . 49 49 48 48 49

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Section 12.03 Section 12.04

Paying Agent to Repay Moneys Held. . . . . . . . . . . . . . . Return of Unclaimed Moneys . . . . . . . . . . . . . . . . . .

50 50

ARTICLE XIII IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS Section 13.01 Indenture and Debt Securities Solely Corporate Obligations . . ARTICLE XIV MISCELLANEOUS PROVISIONS Section Section Section Section Section Section Section Section Section Section Section Section 14.01 14.02 14.03 14.04 14.05 14.06 14.07 14.08 14.09 14.10 14.11 14.12 Successors . . . . . . . . . . . . . . Official Acts by Successor Entity. . . Surrender of Company Powers. . . . . . Addresses for Notices, etc . . . . . . Governing Law. . . . . . . . . . . . . Evidence of Compliance with Conditions Non-Business Days. . . . . . . . . . . Table of Contents, Headings, etc . . . Execution in Counterparts. . . . . . . Separability . . . . . . . . . . . . . Assignment . . . . . . . . . . . . . . Acknowledgment of Rights . . . . . . . ARTICLE XV . . . . . . . . . . . . . . . . . . . . . . . . . Precedent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51 51 51 51 51 51 52 52 52 52 52 53 50

Section 12.03 Section 12.04

Paying Agent to Repay Moneys Held. . . . . . . . . . . . . . . Return of Unclaimed Moneys . . . . . . . . . . . . . . . . . .

50 50

ARTICLE XIII IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS Section 13.01 Indenture and Debt Securities Solely Corporate Obligations . . ARTICLE XIV MISCELLANEOUS PROVISIONS Section Section Section Section Section Section Section Section Section Section Section Section 14.01 14.02 14.03 14.04 14.05 14.06 14.07 14.08 14.09 14.10 14.11 14.12 Successors . . . . . . . . . . . . . . Official Acts by Successor Entity. . . Surrender of Company Powers. . . . . . Addresses for Notices, etc . . . . . . Governing Law. . . . . . . . . . . . . Evidence of Compliance with Conditions Non-Business Days. . . . . . . . . . . Table of Contents, Headings, etc . . . Execution in Counterparts. . . . . . . Separability . . . . . . . . . . . . . Assignment . . . . . . . . . . . . . . Acknowledgment of Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Precedent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51 51 51 51 51 51 52 52 52 52 52 53 50

ARTICLE XV SUBORDINATION OF DEBT SECURITIES Section Section Section Section Section Section Section Section 15.01 15.02 15.03 15.04 15.05 15.06 15.07 15.08 Agreement to Subordinate . . . . . . . . Default on Senior Indebtedness . . . . . Liquidation; Dissolution; Bankruptcy . . Subrogation. . . . . . . . . . . . . . . Trustee to Effectuate Subordination. . . Notice by the Company. . . . . . . . . . Rights of the Trustee; Holders of Senior Subordination May Not Be Impaired. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Indebtedness. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53 54 54 55 56 56 57 57

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EXHIBITS EXHIBIT A FORM OF DEBT SECURITY

THIS INDENTURE, dated as of November 28, 2001, between PAB Bankshares Inc., a bank holding company incorporated in Georgia (hereinafter sometimes called the "Company"), and Wilmington Trust Company, a Delaware banking corporation, as trustee (hereinafter sometimes called the "Trustee"), WITNESSETH: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its Floating Rate Junior Subordinated Debt Securities due 2031 (the "Debt Securities") under this Indenture and to provide, among other things, for the execution and authentication, delivery and administration thereof, the Company has duly authorized the execution of this Indenture, NOW, THEREFORE, This Indenture Witnesseth: In consideration of the premises, and the purchase of the Debt Securities by the holders thereof, the Company covenants and agrees with the Trustee for the equal and proportionate benefit of the respective holders from time to time of the Debt Securities as follows: ARTICLE I DEFINITIONS

EXHIBITS EXHIBIT A FORM OF DEBT SECURITY

THIS INDENTURE, dated as of November 28, 2001, between PAB Bankshares Inc., a bank holding company incorporated in Georgia (hereinafter sometimes called the "Company"), and Wilmington Trust Company, a Delaware banking corporation, as trustee (hereinafter sometimes called the "Trustee"), WITNESSETH: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its Floating Rate Junior Subordinated Debt Securities due 2031 (the "Debt Securities") under this Indenture and to provide, among other things, for the execution and authentication, delivery and administration thereof, the Company has duly authorized the execution of this Indenture, NOW, THEREFORE, This Indenture Witnesseth: In consideration of the premises, and the purchase of the Debt Securities by the holders thereof, the Company covenants and agrees with the Trustee for the equal and proportionate benefit of the respective holders from time to time of the Debt Securities as follows: ARTICLE I DEFINITIONS SECTION 1.01 Definitions. The terms defined in this Section 1.01 (except as herein otherwise expressly provided or unless the context otherwise requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section 1.01. All accounting terms used herein and not expressly defined shall have the meanings assigned to such terms in accordance with generally accepted accounting principles and the term "generally accepted accounting principles" means such accounting principles as are generally accepted at the time of any computation. The words "herein," "hereof and "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. "Additional Interest" shall have the meaning set forth in Section 3.06. "Additional Provisions" shall have the meaning set forth in Section 15.01. "Authenticating Agent" means any agent or agents of the Trustee which at the time shall be appointed and acting pursuant to Section 6.12. "Bankruptcy Law" means Title 11, U.S. Code, or any similar federal or state law for the relief of debtors.

"Board of Directors" means the board of directors or the executive committee or any other duly authorized designated officers of the Company. "Board Resolution" means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification and delivered to the Trustee. "Business Day" means any day other than a Saturday, Sunday or any other day on which banking institutions in Wilmington, Delaware, New York City or Valdosta, Georgia are permitted or required by any applicable law or executive order to close.

THIS INDENTURE, dated as of November 28, 2001, between PAB Bankshares Inc., a bank holding company incorporated in Georgia (hereinafter sometimes called the "Company"), and Wilmington Trust Company, a Delaware banking corporation, as trustee (hereinafter sometimes called the "Trustee"), WITNESSETH: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its Floating Rate Junior Subordinated Debt Securities due 2031 (the "Debt Securities") under this Indenture and to provide, among other things, for the execution and authentication, delivery and administration thereof, the Company has duly authorized the execution of this Indenture, NOW, THEREFORE, This Indenture Witnesseth: In consideration of the premises, and the purchase of the Debt Securities by the holders thereof, the Company covenants and agrees with the Trustee for the equal and proportionate benefit of the respective holders from time to time of the Debt Securities as follows: ARTICLE I DEFINITIONS SECTION 1.01 Definitions. The terms defined in this Section 1.01 (except as herein otherwise expressly provided or unless the context otherwise requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section 1.01. All accounting terms used herein and not expressly defined shall have the meanings assigned to such terms in accordance with generally accepted accounting principles and the term "generally accepted accounting principles" means such accounting principles as are generally accepted at the time of any computation. The words "herein," "hereof and "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. "Additional Interest" shall have the meaning set forth in Section 3.06. "Additional Provisions" shall have the meaning set forth in Section 15.01. "Authenticating Agent" means any agent or agents of the Trustee which at the time shall be appointed and acting pursuant to Section 6.12. "Bankruptcy Law" means Title 11, U.S. Code, or any similar federal or state law for the relief of debtors.

"Board of Directors" means the board of directors or the executive committee or any other duly authorized designated officers of the Company. "Board Resolution" means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification and delivered to the Trustee. "Business Day" means any day other than a Saturday, Sunday or any other day on which banking institutions in Wilmington, Delaware, New York City or Valdosta, Georgia are permitted or required by any applicable law or executive order to close. "Calculation Agent" means the Person identified as "Trustee" in the first paragraph hereof with respect to the Debt Securities and the Institutional Trustee with respect to the Trust Securities. "Capital Securities" means undivided beneficial interests in the assets of the Trust which are designated as "MMCapS(sm)" and rank part passu with Common Securities issued by the Trust; provided, however, that if an

"Board of Directors" means the board of directors or the executive committee or any other duly authorized designated officers of the Company. "Board Resolution" means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification and delivered to the Trustee. "Business Day" means any day other than a Saturday, Sunday or any other day on which banking institutions in Wilmington, Delaware, New York City or Valdosta, Georgia are permitted or required by any applicable law or executive order to close. "Calculation Agent" means the Person identified as "Trustee" in the first paragraph hereof with respect to the Debt Securities and the Institutional Trustee with respect to the Trust Securities. "Capital Securities" means undivided beneficial interests in the assets of the Trust which are designated as "MMCapS(sm)" and rank part passu with Common Securities issued by the Trust; provided, however, that if an Event of Default (as defined in the Declaration) has occurred and is continuing, the rights of holders of such Common Securities to payment in respect of distributions and payments upon liquidation, redemption and otherwise are subordinated to the rights of holders of such Capital Securities. "Capital Securities Guarantee" means the guarantee agreement that the Company will enter into with Wilmington Trust Company or other Persons that operates directly or indirectly for the benefit of holders of Capital Securities of the Trust. "Capital Treatment Event" means the receipt by the Company and the Trust of an opinion of counsel experienced in such matters to the effect that, as a result of any amendment to, or change in, the laws, rules or regulations of the United States or any political subdivision thereof or therein, or as the result of any official or administrative pronouncement or action or decision interpreting or applying such laws, rules or regulations, which amendment or change is effective or which pronouncement, action or decision is announced on or after the date of original issuance of the Debt Securities, there is more than an insubstantial risk that the Company will not, within 90 days of the date of such opinion, be entitled to treat an amount equal to the aggregate Liquidation Amount of the Capital Securities as "Tier 1 Capital" (or the then equivalent thereof) for purposes of the capital adequacy guidelines of the Federal Reserve (or any successor regulatory authority with jurisdiction over bank holding companies), as then in effect and applicable to the Company, provided, however, that the distribution of the Debt Securities in connection with the liquidation of the Trust by the Company shall not in and of itself constitute a Capital Treatment Event unless such liquidation shall have occurred in connection with a Tax Event or an Investment Company Event. "Certificate" means a certificate signed by any one of the principal executive officer, the principal financial officer or the principal accounting officer of the Company. "Common Securities" means undivided beneficial interests in the assets of the Trust which are designated as "Common Securities" and rank pan passu with Capital Securities 2 issued by the Trust; provided, however, that if an Event of Default (as defined in the Declaration) has occurred and is continuing, the rights of holders of such Common Securities to payment in respect of distributions and payments upon liquidation, redemption and otherwise are subordinated to the rights of holders of such Capital Securities. "Company" means PAB Bankshares Inc., a bank holding company incorporated in Georgia, and, subject to the provisions of Article XI, shall include its successors and assigns. "Comparable Treasury Issue" means with respect to any Special Redemption Date, the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the Remaining Life that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the Remaining Life. If no United States Treasury security has

issued by the Trust; provided, however, that if an Event of Default (as defined in the Declaration) has occurred and is continuing, the rights of holders of such Common Securities to payment in respect of distributions and payments upon liquidation, redemption and otherwise are subordinated to the rights of holders of such Capital Securities. "Company" means PAB Bankshares Inc., a bank holding company incorporated in Georgia, and, subject to the provisions of Article XI, shall include its successors and assigns. "Comparable Treasury Issue" means with respect to any Special Redemption Date, the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the Remaining Life that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the Remaining Life. If no United States Treasury security has a maturity which is within a period from three months before to three months after December 8, 2006, the two most closely corresponding United States Treasury securities shall be used as the Comparable Treasury Issue, and the Treasury Rate shall be interpolated or extrapolated on a straight-line basis, rounding to the nearest month using such securities. "Comparable Treasury Price" means (a) the average of five Reference Treasury Dealer Quotations for such Special Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (b) if the Trustee receives fewer than five such Reference Treasury Dealer Quotations, the average of all such Quotations. "Debt Security" or "Debt Securities" has the meaning stated in the first recital of this Indenture. "Debt Security Register" has the meaning specified in Section 2.05. "Declaration" means the Amended and Restated Declaration of Trust of the Trust, as amended or supplemented from time to time. "Default" means any event, act or condition that with notice or lapse of time, or both, would constitute an Event of Default. "Defaulted Interest" has the meaning set forth in Section 2.08. "Deferred Interest" has the meaning set forth in Section 2.11. "Event of Default" means any event specified in Section 5.01, which has continued for the period of time, if any, and after the giving of the notice, if any, therein designated. "Extension Period" has the meaning set forth in Section 2.11. "Federal Reserve" means the Board of Governors of the Federal Reserve System. "Indenture" means this instrument as originally executed or, if amended or supplemented as herein provided, as so amended or supplemented, or both. 3

"Institutional Trustee" has the meaning set forth in the Declaration. "Interest Payment Date" means June 8th and December 8th of each year, commencing on June 8, 2002, during the term of this Indenture. "Interest Rate" means a per annum rate of interest, reset semi-annually, equal to LIBOR, as determined on the LIBOR Determination Date immediately preceding each Interest Payment Date, plus 3.75%; provided, that the applicable Interest Rate may not exceed 11.0% through the Interest Payment Date in December, 2006. "Investment Company Event" means the receipt by the Company and the Trust of an opinion of counsel

"Institutional Trustee" has the meaning set forth in the Declaration. "Interest Payment Date" means June 8th and December 8th of each year, commencing on June 8, 2002, during the term of this Indenture. "Interest Rate" means a per annum rate of interest, reset semi-annually, equal to LIBOR, as determined on the LIBOR Determination Date immediately preceding each Interest Payment Date, plus 3.75%; provided, that the applicable Interest Rate may not exceed 11.0% through the Interest Payment Date in December, 2006. "Investment Company Event" means the receipt by the Company and the Trust of an opinion of counsel experienced in such matters to the effect that, as a result of a change in law or regulation or written change in interpretation or application of law or regulation by any legislative body, court, governmental agency or regulatory authority, there is more than an insubstantial risk that the Trust is or, within 90 days of the date of such opinion will be, considered an "investment company" that is required to be registered under the Investment Company Act of 1940, as amended, which change or prospective change becomes effective or would become effective, as the case may be, on or after the date of the original issuance of the Debt Securities. "LIBOR" means the London Interbank Offered Rate for six-month Eurodollar deposits in Europe as determined by the Calculation Agent according to Section 2.10(b). "LIBOR Banking Day" has the meaning set forth in Section 2.10(b)(l). "LIBOR Business Day" has the meaning set forth in Section 2.10(b)(l). "LIBOR Determination Date" has the meaning set forth in Section 2.10(b). "Liquidation Amount" means the stated amount of $1,000 per Trust Security. "Maturity Date" means December 8, 2031. "Officers' Certificate" means a certificate signed by the Chairman of the Board, the Vice Chairman, the President or any Vice President, and by the Chief Financial Officer, the Treasurer, an Assistant Treasurer, the Comptroller, an Assistant Comptroller, the Secretary or an Assistant Secretary of the Company, and delivered to the Trustee. Each such certificate shall include the statements provided for in Section 14.06 if and to the extent required by the provisions of such Section. "Opinion of Counsel" means an opinion in writing signed by legal counsel, who may be an employee of or counsel to the Company, or may be other counsel reasonably satisfactory to the Trustee. Each such opinion shall include the statements provided for in Section 14.06 if and to the extent required by the provisions of such Section. The term "outstanding," when used with reference to Debt Securities, subject to the provisions of Section 7.04, means, as of any particular time, all Debt Securities authenticated and delivered by the Trustee or the Authenticating Agent under this Indenture, except 4

(a) Debt Securities theretofore canceled by the Trustee or the Authenticating Agent or delivered to the Trustee for cancellation; (b) Debt Securities, or portions thereof, for the payment or redemption of which moneys in the necessary amount shall have been deposited in trust with the Trustee or with any paying agent (other than the Company) or shall have been set aside and segregated in trust by the Company (if the Company shall act as its own paying agent); provided, that, if such Debt Securities, or portions thereof, are to be redeemed prior to maturity thereof, notice of such redemption shall have been given as provided in Articles Ten and Fourteen or provision satisfactory to the Trustee shall have been made for giving such notice; and (c) Debt Securities paid pursuant to Section 2.06 or in lieu of or in substitution for which other Debt Securities

(a) Debt Securities theretofore canceled by the Trustee or the Authenticating Agent or delivered to the Trustee for cancellation; (b) Debt Securities, or portions thereof, for the payment or redemption of which moneys in the necessary amount shall have been deposited in trust with the Trustee or with any paying agent (other than the Company) or shall have been set aside and segregated in trust by the Company (if the Company shall act as its own paying agent); provided, that, if such Debt Securities, or portions thereof, are to be redeemed prior to maturity thereof, notice of such redemption shall have been given as provided in Articles Ten and Fourteen or provision satisfactory to the Trustee shall have been made for giving such notice; and (c) Debt Securities paid pursuant to Section 2.06 or in lieu of or in substitution for which other Debt Securities shall have been authenticated and delivered pursuant to the terms of Section 2.06 unless proof satisfactory to the Company and the Trustee is presented that any such Debt Securities are held by bona fide holders in due course. "Person" means any individual, corporation, limited liability company, partnership, joint venture, association, jointstock company, trust, unincorporated organization or government or any agency or political subdivision thereof. "Predecessor Security" of any particular Debt Security means every previous Debt Security evidencing all or a portion of the same debt as that evidenced by such particular Debt Security; and, for the purposes of this definition, any Debt Security authenticated and delivered under Section 2.06 in lieu of a lost, destroyed or stolen Debt Security shall be deemed to evidence the same debt as the lost, destroyed or stolen Debt Security. "Primary Treasury Dealer" means a primary United States Government securities dealer in New York City. "Principal Office of the Trustee," or other similar term, means the office of the Trustee, at which at any particular time its corporate trust business shall be principally administered, which at all times shall be located within the United States and at the time of the execution of this Indenture shall be Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001. "Quotation Agent" means Salomon Smith Barney Inc. and its successors; provided, however, that if the foregoing shall cease to be a Primary Treasury Dealer, the Company shall substitute therefor another Primary Treasury Dealer. "Redemption Date" has the meaning set forth in Section 10.01. "Redemption Price" means 100% of the principal amount of the Debt Securities being redeemed plus accrued and unpaid interest on such Debt Securities to the Redemption Date or, in the case of a redemption due to the occurrence of a Special Event, to the Special Redemption Date if such Special Redemption Date is on or after December 8, 2006. "Reference Treasury Dealer" means (i) the Quotation Agent and (ii) any other Primary Treasury Dealer selected by the Trustee after consultation with the Company. 5

"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any Special Redemption Date, the average, as determined by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such Special Redemption Date. "Remaining Life" means, with respect to any Debt Security, the period from the Special Redemption Date for such Debt Security to December 8, 2006. "Responsible Officer" means, with respect to the Trustee, any officer within the Principal Office of the Trustee with direct responsibility for the administration of the Indenture, including any vice-president, any assistant vicepresident, any secretary, any assistant secretary, the treasurer, any assistant treasurer, any trust officer or other

"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any Special Redemption Date, the average, as determined by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such Special Redemption Date. "Remaining Life" means, with respect to any Debt Security, the period from the Special Redemption Date for such Debt Security to December 8, 2006. "Responsible Officer" means, with respect to the Trustee, any officer within the Principal Office of the Trustee with direct responsibility for the administration of the Indenture, including any vice-president, any assistant vicepresident, any secretary, any assistant secretary, the treasurer, any assistant treasurer, any trust officer or other officer of the Principal Trust Office of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of that officer's knowledge of and familiarity with the particular subject. "Securityholder," "holder of Debt Securities" or other similar terms, means any Person in whose name at the time a particular Debt Security is registered on the Debt Security Register. "Senior Indebtedness" means, with respect to the Company, (i) the principal, premium, if any, and interest in respect of (A) indebtedness of the Company for money borrowed and (B) indebtedness evidenced by securities, debentures, notes, bonds or other similar instruments issued by the Company; (ii) all capital lease obligations of the Company; (iii) all obligations of the Company issued or assumed as the deferred purchase price of property, all conditional sale obligations of the Company and all obligations of the Company under any title retention agreement (but excluding trade accounts payable arising in the ordinary course of business); (iv) all obligations of the Company for the reimbursement of any letter of credit, any banker's acceptance, any security purchase facility, any repurchase agreement or similar arrangement, any interest rate swap, any other hedging arrangement, any obligation under options or any similar credit or other transaction; (v) all obligations of the type referred to in clauses (i) through (iv) above of other Persons for the payment of which the Company is responsible or liable as obligor, guarantor or otherwise; and (vi) all obligations of the type referred to in clauses (i) through (v) above of other Persons secured by any lien on any property or asset of the Company (whether or not such obligation is assumed by the Company), whether incurred on or prior to the date of this Indenture or thereafter incurred, unless, with the prior approval of the Federal Reserve if not otherwise generally approved, in the instrument creating or evidencing the same or pursuant to which the same is outstanding, it is provided that such obligations are not superior or are pari passu in right of payment to the Debt Securities. "Special Event" means any of a Tax Event, an Investment Company Event or a Capital Treatment Event. "Special Redemption Date" has the meaning set forth in 10.02. 6

"Special Redemption Price" means (1) if the Special Redemption Date is before December 8, 2006, the greater of (a) 100% of the principal amount of the Debt Securities being redeemed pursuant to Section 10.02 or (b) as determined by a Quotation Agent, the sum of the present values of the principal amount payable as part of the Redemption Price with respect to a redemption as of December 8, 2006, together with the present value of interest payments calculated at a fixed per annum rate of interest equal to 9.95% over the Remaining Life of such Debt Securities, discounted to the Special Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 0.50%, plus, in the case of either (a) or (b), accrued and unpaid interest on such Debt Securities to the Special Redemption Date and (2) if the Special Redemption Date is on or after December 8, 2006, the Redemption Price for such Special Redemption Date. "Subsidiary" means, with respect to any Person, (i) any corporation at least a majority of the outstanding voting stock of which is owned, directly or indirectly, by such Person or by one or more of its Subsidiaries, or by such Person and one or more of its Subsidiaries, (ii) any general partnership, joint venture or similar entity, at least a

"Special Redemption Price" means (1) if the Special Redemption Date is before December 8, 2006, the greater of (a) 100% of the principal amount of the Debt Securities being redeemed pursuant to Section 10.02 or (b) as determined by a Quotation Agent, the sum of the present values of the principal amount payable as part of the Redemption Price with respect to a redemption as of December 8, 2006, together with the present value of interest payments calculated at a fixed per annum rate of interest equal to 9.95% over the Remaining Life of such Debt Securities, discounted to the Special Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 0.50%, plus, in the case of either (a) or (b), accrued and unpaid interest on such Debt Securities to the Special Redemption Date and (2) if the Special Redemption Date is on or after December 8, 2006, the Redemption Price for such Special Redemption Date. "Subsidiary" means, with respect to any Person, (i) any corporation at least a majority of the outstanding voting stock of which is owned, directly or indirectly, by such Person or by one or more of its Subsidiaries, or by such Person and one or more of its Subsidiaries, (ii) any general partnership, joint venture or similar entity, at least a majority of the outstanding partnership or similar interests of which shall at the time be owned by such Person, or by one or more of its Subsidiaries, or by such Person and one or more of its Subsidiaries, and (iii) any limited partnership of which such Person or any of its Subsidiaries is a general partner. For the purposes of this definition, "voting stock" means shares, interests, participations or other equivalents in the equity interest (however designated) in such Person having ordinary voting power for the election of a majority of the directors (or the equivalent) of such Person, other than shares, interests, participations or other equivalents having such power only by reason of the occurrence of a contingency. "Tax Event" means the receipt by the Company and the Trust of an opinion of counsel experienced in such matters to the effect that, as a result of any amendment to or change (including any announced prospective change) in the laws or any regulations thereunder of the United States or any political subdivision or taxing authority thereof or therein, or as a result of any official administrative pronouncement (including any private letter ruling, technical advice memorandum, regulatory procedure, notice or announcement (an "Administrative Action")) or judicial decision interpreting or applying such laws or regulations, regardless of whether such Administrative Action or judicial decision is issued to or in connection with a proceeding involving the Company or the Trust and whether or not subject to review or appeal, which amendment, clarification, change, Administrative Action or decision is enacted, promulgated or announced, in each case on or after the date of original issuance of the Debt Securities, there is more than an insubstantial risk that: (i) the Trust is, or will be within 90 days of the date of such opinion, subject to United States federal income tax with respect to income received or accrued on the Debt Securities; (ii) interest payable by the Company on the Debt Securities is not, or within 90 days of the date of such opinion, will not be, deductible by the Company, in whole or in part, for United States federal income tax purposes; or (iii) the Trust is, or will be within 90 days of the date of such opinion, subject to more than a de minimis amount of other taxes, duties, assessments or other governmental charges. "Treasury Rate" means (i) the yield, under the heading which represents the average for the week immediately prior to the date of calculation, appearing in the most recently published statistical release designated H.I5 (519) or any successor publication which is 7

published weekly by the Federal Reserve and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption "Treasury Constant Maturities," for the maturity corresponding to the Remaining Life (if no maturity is within three months before or after the Remaining Life, yields for the two published maturities most closely corresponding to the Remaining Life shall be determined and the Treasury Rate shall be interpolated or extrapolated from such yields on a straight-line basis, rounding to the nearest month) or (ii) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Special Redemption Date. The Treasury Rate shall be calculated on the third Business Day preceding the Special Redemption Date. "Trust" means PAB Bankshares Capital Trust I, the Delaware business trust, or any other similar trust created for the purpose of issuing Capital Securities in connection with the issuance of Debt Securities under this Indenture,

published weekly by the Federal Reserve and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption "Treasury Constant Maturities," for the maturity corresponding to the Remaining Life (if no maturity is within three months before or after the Remaining Life, yields for the two published maturities most closely corresponding to the Remaining Life shall be determined and the Treasury Rate shall be interpolated or extrapolated from such yields on a straight-line basis, rounding to the nearest month) or (ii) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Special Redemption Date. The Treasury Rate shall be calculated on the third Business Day preceding the Special Redemption Date. "Trust" means PAB Bankshares Capital Trust I, the Delaware business trust, or any other similar trust created for the purpose of issuing Capital Securities in connection with the issuance of Debt Securities under this Indenture, of which the Company is the sponsor. "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended. "Trust Securities" means Common Securities and Capital Securities of PAB Bankshares Capital Trust I. "Trustee" means the Person identified as "Trustee" in the first paragraph hereof, and, subject to the provisions of Article VI hereof, shall also include its successors and assigns as Trustee hereunder. "United States" means the United States of America and the District of Columbia. "U.S. Person" has the meaning given to United States Person as set forth in Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended. ARTICLE II DEBT SECURITIES SECTION 2.01 Authentication and Dating. Upon the execution and delivery of this Indenture, or from time to time thereafter, Debt Securities in an aggregate principal amount not in excess of $10,310,000 may be executed and delivered by the Company to the Trustee for authentication, and the Trustee shall thereupon authenticate and make available for delivery said Debt Securities to or upon the written order of the Company, signed by its Chairman of the Board of Directors, Vice Chairman, President or Chief Financial Officer or one of its Vice Presidents, without any further action by the Company hereunder. In authenticating such Debt Securities, and accepting the additional responsibilities under this Indenture in relation to such Debt Securities, the Trustee shall be entitled to receive, and (subject to Section 6.01) shall be fully protected in relying upon a copy of any Board Resolution or Board Resolutions relating thereto and, if applicable, an appropriate record of any 8

action taken pursuant to such resolution, in each case certified by the Secretary or an Assistant Secretary of the Company as the case maybe. The Trustee shall have the right to decline to authenticate and deliver any Debt Securities under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if a Responsible Officer of the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing holders. The definitive Debt Securities shall be typed, printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Debt Securities, as evidenced by their execution of such Debt Securities.

action taken pursuant to such resolution, in each case certified by the Secretary or an Assistant Secretary of the Company as the case maybe. The Trustee shall have the right to decline to authenticate and deliver any Debt Securities under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if a Responsible Officer of the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing holders. The definitive Debt Securities shall be typed, printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Debt Securities, as evidenced by their execution of such Debt Securities. SECTION 2.02 Form of Trustee's Certificate of Authentication. The Trustee's certificate of authentication on all Debt Securities shall be in substantially the following form: This is one of the Debt Securities referred to in the within-mentioned Indenture. Wilmington Trust Company, not in its individual capacity but solely as trustee By____________________________________ Authorized Officer SECTION 2.03 Form and Denomination of Debt Securities. The Debt Securities shall be substantially in the form of Exhibit A hereto. The Debt Securities shall be in registered, certificated form without coupons and in minimum denominations of $100,000 and any multiple of $1,000 in excess thereof. The Debt Securities shall be numbered, lettered, or otherwise distinguished in such manner or in accordance with such plans as the officers executing the same may determine with the approval of the Trustee as evidenced by the execution and authentication thereof. 9 SECTION 2.04 Execution of Debt Securities. The Debt Securities shall be signed in the name and on behalf of the Company by the manual or facsimile signature of its Chairman of the Board of Directors, Vice Chairman, President or Chief Financial Officer or one of its Executive Vice Presidents, Senior Vice Presidents or Vice Presidents, under its corporate seal which may be affixed thereto or printed, engraved or otherwise reproduced thereon, by facsimile or otherwise, and which need not be attested. Only such Debt Securities as shall bear thereon a certificate of authentication substantially in the form herein before recited, executed by the Trustee or the Authenticating Agent by the manual signature of an authorized officer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee or the Authenticating Agent upon any Debt Security executed by the Company shall be conclusive evidence that the Debt Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. In case any officer of the Company who shall have signed any of the Debt Securities shall cease to be such officer before the Debt Securities so signed shall have been authenticated and delivered by the Trustee or the Authenticating Agent, or disposed of by the Company, such Debt Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debt Securities had not ceased to be such officer of the Company; and any Debt Security may be signed on behalf of the Company by such Persons as, at the actual date of the execution of such Debt Security, shall be the proper officers of the Company, although at the date of the execution of this Indenture any such person was not such an officer. Every Debt Security shall be dated the date of its authentication. SECTION 2.05 Exchange and Registration of Transfer of Debt Securities. The Company shall cause to be kept, at the office or agency maintained for the purpose of registration of transfer

SECTION 2.04 Execution of Debt Securities. The Debt Securities shall be signed in the name and on behalf of the Company by the manual or facsimile signature of its Chairman of the Board of Directors, Vice Chairman, President or Chief Financial Officer or one of its Executive Vice Presidents, Senior Vice Presidents or Vice Presidents, under its corporate seal which may be affixed thereto or printed, engraved or otherwise reproduced thereon, by facsimile or otherwise, and which need not be attested. Only such Debt Securities as shall bear thereon a certificate of authentication substantially in the form herein before recited, executed by the Trustee or the Authenticating Agent by the manual signature of an authorized officer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee or the Authenticating Agent upon any Debt Security executed by the Company shall be conclusive evidence that the Debt Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. In case any officer of the Company who shall have signed any of the Debt Securities shall cease to be such officer before the Debt Securities so signed shall have been authenticated and delivered by the Trustee or the Authenticating Agent, or disposed of by the Company, such Debt Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debt Securities had not ceased to be such officer of the Company; and any Debt Security may be signed on behalf of the Company by such Persons as, at the actual date of the execution of such Debt Security, shall be the proper officers of the Company, although at the date of the execution of this Indenture any such person was not such an officer. Every Debt Security shall be dated the date of its authentication. SECTION 2.05 Exchange and Registration of Transfer of Debt Securities. The Company shall cause to be kept, at the office or agency maintained for the purpose of registration of transfer and for exchange as provided in Section 3.02, a register (the "Debt Security Register") for the Debt Securities issued hereunder in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration and transfer of all Debt Securities as in this Article Two provided. Such register shall be in written form or in any other form capable of being converted into written form within a reasonable time. Debt Securities to be exchanged may be surrendered at the Principal Office of the Trustee or at any office or agency to be maintained by the Company for such purpose as provided in Section 3.02, and the Company shall execute, the Company or the Trustee shall register and the Trustee or the Authenticating Agent shall authenticate and make available for delivery in exchange therefor the Debt Security or Debt Securities which the Securityholder making the exchange shall be entitled to receive. Upon due presentment for registration of transfer of any Debt Security at the Principal Office of the Trustee or at any office or agency of the Company maintained for such purpose as provided in Section 3.02, the Company shall execute, the Company or the Trustee shall register and the Trustee or the Authenticating Agent shall authenticate and make available for delivery in the name of the transferee or transferees a new Debt Security for a like aggregate principal amount. Registration or registration of transfer 10

of any Debt Security by the Trustee or by any agent of the Company appointed pursuant to Section 3.02, and delivery of such Debt Security, shall be deemed to complete the registration or registration of transfer of such Debt Security. All Debt Securities presented for registration of transfer or for exchange or payment shall (if so required by the Company or the Trustee or the Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and either the Trustee or the Authenticating Agent duly executed by, the holder or his attorney duly authorized in writing. No service charge shall be made for any exchange or registration of transfer of Debt Securities, but the Company or the Trustee may require payment of a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in connection therewith.

of any Debt Security by the Trustee or by any agent of the Company appointed pursuant to Section 3.02, and delivery of such Debt Security, shall be deemed to complete the registration or registration of transfer of such Debt Security. All Debt Securities presented for registration of transfer or for exchange or payment shall (if so required by the Company or the Trustee or the Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and either the Trustee or the Authenticating Agent duly executed by, the holder or his attorney duly authorized in writing. No service charge shall be made for any exchange or registration of transfer of Debt Securities, but the Company or the Trustee may require payment of a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in connection therewith. The Company or the Trustee shall not be required to exchange or register a transfer of any Debt Security for a period of 15 days next preceding the date of selection of Debt Securities for redemption. Notwithstanding the foregoing, Debt Securities may not be transferred except in compliance with the restricted securities legend set forth below, unless otherwise determined by the Company in accordance with applicable law, which legend shall be placed on each Debt Security: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY ONLY (A) TO THE COMPANY, (B) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON THE HOLDER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION TO AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF AN "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (C) OR 11

(D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT IN ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY. THE HOLDER OF THIS SECURITY AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF ALSO AGREES, REPRESENTS AND WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("EREA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), (EACH A "PLAN"), OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON OF ANY PLAN'S INVESTMENT IN THE ENTITY AND NO PERSON INVESTING "PLAN ASSETS" OF ANY

(D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT IN ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY. THE HOLDER OF THIS SECURITY AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF ALSO AGREES, REPRESENTS AND WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("EREA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), (EACH A "PLAN"), OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON OF ANY PLAN'S INVESTMENT IN THE ENTITY AND NO PERSON INVESTING "PLAN ASSETS" OF ANY PLAN MAY ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST THEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF THIS SECURITY IS NOT PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE OR HOLDING. ANY PURCHASER OR HOLDER OF THIS SECURITY OR ANY INTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING THEREOF THAT EITHER (i) IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF ERISA, OR A PLAN TO WHICH SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE, OR (ii) SUCH PURCHASE WILL NOT RESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH THERE IS NO APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BE REQUIRED BY THE INDENTURE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. THIS SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 AND MULTIPLES OF $1,000 IN EXCESS THEREOF. ANY ATTEMPTED TRANSFER OF THIS SECURITY IN A BLOCK HAVING A PRINCIPAL AMOUNT OF LESS THAN $100,000 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF THIS SECURITY FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS SECURITY, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS SECURITY. 12 SECTION 2.06 Mutilated, Destroyed, Lost or Stolen Debt Securities. In case any Debt Security shall become mutilated or be destroyed, lost or stolen, the Company shall execute, and upon its written request the Trustee shall authenticate and deliver, a new Debt Security bearing a number not contemporaneously outstanding, in exchange and substitution for the mutilated Debt Security, or in lieu of and in substitution for the Debt Security so destroyed, lost or stolen. In every case the applicant for a substituted Debt Security shall furnish to the Company and the Trustee such security or indemnity as may be required by them to save each of them harmless, and, in every case of destruction, loss or theft, the applicant shall also furnish to the Company and the Trustee evidence to their satisfaction of the destruction, loss or theft of such Debt Security and of the ownership thereof. The Trustee may authenticate any such substituted Debt Security and deliver the same upon the written request or authorization of any officer of the Company. Upon the issuance of any substituted Debt Security, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed

SECTION 2.06 Mutilated, Destroyed, Lost or Stolen Debt Securities. In case any Debt Security shall become mutilated or be destroyed, lost or stolen, the Company shall execute, and upon its written request the Trustee shall authenticate and deliver, a new Debt Security bearing a number not contemporaneously outstanding, in exchange and substitution for the mutilated Debt Security, or in lieu of and in substitution for the Debt Security so destroyed, lost or stolen. In every case the applicant for a substituted Debt Security shall furnish to the Company and the Trustee such security or indemnity as may be required by them to save each of them harmless, and, in every case of destruction, loss or theft, the applicant shall also furnish to the Company and the Trustee evidence to their satisfaction of the destruction, loss or theft of such Debt Security and of the ownership thereof. The Trustee may authenticate any such substituted Debt Security and deliver the same upon the written request or authorization of any officer of the Company. Upon the issuance of any substituted Debt Security, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses connected therewith. In case any Debt Security which has matured or is about to mature or has been called for redemption in full shall become mutilated or be destroyed, lost or stolen, the Company may, instead of issuing a substitute Debt Security, pay or authorize the payment of the same (without surrender thereof except in the case of a mutilated Debt Security) if the applicant for such payment shall furnish to the Company and the Trustee such security or indemnity as may be required by them to save each of them harmless and, in case of destruction, loss or theft, evidence satisfactory to the Company and to the Trustee of the destruction, loss or theft of such Security and of the ownership thereof. Every substituted Debt Security issued pursuant to the provisions of this Section 2.06 by virtue of the fact that any such Debt Security is destroyed, lost or stolen shall constitute an additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Debt Security shall be found at any time, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Debt Securities duly issued hereunder. All Debt Securities shall be held and owned upon the express condition that, to the extent permitted by applicable law, the foregoing provisions are exclusive with respect to the replacement or payment of mutilated, destroyed, lost or stolen Debt Securities and shall preclude any and all other rights or remedies notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement or payment of negotiable instruments or other securities without their surrender. SECTION 2.07 Temporary Debt Securities. Pending the preparation of definitive Debt Securities, the Company may execute and the Trustee shall authenticate and make available for delivery temporary Debt Securities that are typed, printed or lithographed. Temporary Debt Securities shall be issuable in any authorized denomination, and substantially in the form of the definitive Debt Securities but with such omissions, insertions and variations as may be appropriate for temporary Debt Securities, all as may be determined by the Company. Every such temporary Debt Security shall be executed by the Company and be authenticated by the Trustee upon the same conditions and in substantially the same manner, and with the same effect, as the definitive Debt Securities. Without 13

unreasonable delay the Company will execute and deliver to the Trustee or the Authenticating Agent definitive Debt Securities and thereupon any or all temporary Debt Securities may be surrendered in exchange therefor, at the principal corporate trust office of the Trustee or at any office or agency maintained by the Company for such purpose as provided in Section 3.02, and the Trustee or the Authenticating Agent shall authenticate and make available for delivery in exchange for such temporary Debt Securities a like aggregate principal amount of such definitive Debt Securities. Such exchange shall be made by the Company at its own expense and without any charge therefor except that in case of any such exchange involving a registration of transfer the Company may require payment of a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in relation thereto. Until so exchanged, the temporary Debt Securities shall in all respects be entitled to the same benefits under this Indenture as definitive Debt Securities authenticated and delivered hereunder. SECTION 2.08 Payment of Interest. Each Debt Security will bear interest at the then applicable Interest Rate from and including each Interest

unreasonable delay the Company will execute and deliver to the Trustee or the Authenticating Agent definitive Debt Securities and thereupon any or all temporary Debt Securities may be surrendered in exchange therefor, at the principal corporate trust office of the Trustee or at any office or agency maintained by the Company for such purpose as provided in Section 3.02, and the Trustee or the Authenticating Agent shall authenticate and make available for delivery in exchange for such temporary Debt Securities a like aggregate principal amount of such definitive Debt Securities. Such exchange shall be made by the Company at its own expense and without any charge therefor except that in case of any such exchange involving a registration of transfer the Company may require payment of a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in relation thereto. Until so exchanged, the temporary Debt Securities shall in all respects be entitled to the same benefits under this Indenture as definitive Debt Securities authenticated and delivered hereunder. SECTION 2.08 Payment of Interest. Each Debt Security will bear interest at the then applicable Interest Rate from and including each Interest Payment Date or, in the case of the first interest period, the original date of issuance of such Debt Security to, but excluding, the next succeeding Interest Payment Date or, in the case of the last interest period, the Redemption Date, Special Redemption Date or Maturity Date, as applicable, on the principal thereof, on any overdue principal and (to the extent that payment of such interest is enforceable under applicable law) on Deferred Interest and on any overdue installment of interest (including Defaulted Interest), payable (subject to the provisions of Article XII) on each Interest Payment Date commencing on June 8, 2002. Interest and any Deferred Interest on any Debt Security that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name said Debt Security (or one or more Predecessor Securities) is registered at the close of business on the regular record date for such interest installment, except that interest and any Deferred Interest payable on the Maturity Date shall be paid to the Person to whom principal is paid, hi the event that any Debt Security or portion thereof is called for redemption and the redemption date is subsequent to a regular record date with respect to any Interest Payment Date and prior to such Interest Payment Date, interest on such Debt Security will be paid upon presentation and surrender of such Debt Security. Any interest on any Debt Security, other than Deferred Interest, that is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called "Defaulted Interest") shall forthwith cease to be payable to the registered holder on the relevant regular record date by virtue of having been such holder, and such Defaulted Interest shall be paid by the Company to the Persons in whose names such Debt Securities (or their respective Predecessor Securities) are registered at the close of business on a special record date for the payment of such Defaulted Interest, which shall be fixed in the following manner: the Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each such Debt Security and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a special record date for the payment of 14

such Defaulted Interest which shall not be more than fifteen nor less than ten days prior to the date of the proposed payment and not less than ten days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such special record date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the special record date therefor to be mailed, first class postage prepaid, to each Securityholder at his or her address as it appears in the Debt Security Register, not less than ten days prior to such special record date. Notice of the proposed payment of such Defaulted Interest and the special record date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names such Debt Securities (or their respective Predecessor Securities) are registered on such special record date and thereafter the Company shall have no further payment obligation in respect of the Defaulted Interest. Any interest scheduled to become payable on an Interest Payment Date occurring during an Extension Period shall not be Defaulted Interest and shall be payable on such other date as may be specified in the terms of such

such Defaulted Interest which shall not be more than fifteen nor less than ten days prior to the date of the proposed payment and not less than ten days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such special record date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the special record date therefor to be mailed, first class postage prepaid, to each Securityholder at his or her address as it appears in the Debt Security Register, not less than ten days prior to such special record date. Notice of the proposed payment of such Defaulted Interest and the special record date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names such Debt Securities (or their respective Predecessor Securities) are registered on such special record date and thereafter the Company shall have no further payment obligation in respect of the Defaulted Interest. Any interest scheduled to become payable on an Interest Payment Date occurring during an Extension Period shall not be Defaulted Interest and shall be payable on such other date as may be specified in the terms of such Debt Securities. The term "regular record date" as used in this Section shall mean the fifteenth day prior to an Interest Payment Date whether or not such date is a Business Day. Subject to the foregoing provisions of this Section, each Debt Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Debt Security shall carry the rights to interest accrued and unpaid, and to accrue, that were carried by such other Debt Security. SECTION 2.09 Cancellation of Debt Securities Paid, etc. All Debt Securities surrendered for the purpose of payment, redemption, exchange or registration of transfer, shall, if surrendered to the Company or any paying agent, be surrendered to the Trustee and promptly canceled by it, or, if surrendered to the Trustee or any Authenticating Agent, shall be promptly canceled by it, and no Debt Securities shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Indenture. All Debt Securities canceled by any Authenticating Agent shall be delivered to the Trustee. The Trustee shall destroy all canceled Debt Securities unless the Company otherwise directs the Trustee in writing. If the Company shall acquire any of the Debt Securities, however, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by such Debt Securities unless and until the same are surrendered to the Trustee for cancellation. SECTION 2.10 Computation of Interest. (a) The amount of interest payable for any interest period will be computed on the basis of a 360-day year and the actual number of days elapsed in the relevant interest period; provided, however, that upon the occurrence of a Special Event Redemption pursuant to Section 10.02 the amounts payable pursuant to this Indenture shall be calculated as set forth in the definition of Special Redemption Price. 15

(b) LIBOR shall be determined by the Calculation Agent in accordance with the following provisions: (1) On the second LIBOR Business Day (provided, that on such day commercial banks are open for business (including dealings in foreign currency deposits) in London (a "LIBOR Banking Day"), and otherwise the next preceding LIBOR Business Day that is also a LIBOR Banking Day) prior to December 15th and June 15th (except, with respect to the first interest payment period, on November 26, 2001), (each such day, a "LIBOR Determination Date"), LIBOR shall equal the rate, as obtained by the Calculation Agent for six-month Eurodollar deposits in Europe which appears on Telerate Page 3750 (as defined in the International Swaps and Derivatives Association, Inc. 1991 Interest Rate and Currency Exchange Definitions) or such other page as may replace such Page 3750, as of 11:00 a.m. (London time) on such LIBOR Determination Date, as reported by Bloomberg Financial Markets Commodities News. "LIBOR Business Day" means any day that is not a Saturday, Sunday or other day on which commercial banking institutions in New York, New York or Wilmington, Delaware, are authorized or obligated by law or executive order to be closed. If such rate is superseded on Telerate Page 3750 by a

(b) LIBOR shall be determined by the Calculation Agent in accordance with the following provisions: (1) On the second LIBOR Business Day (provided, that on such day commercial banks are open for business (including dealings in foreign currency deposits) in London (a "LIBOR Banking Day"), and otherwise the next preceding LIBOR Business Day that is also a LIBOR Banking Day) prior to December 15th and June 15th (except, with respect to the first interest payment period, on November 26, 2001), (each such day, a "LIBOR Determination Date"), LIBOR shall equal the rate, as obtained by the Calculation Agent for six-month Eurodollar deposits in Europe which appears on Telerate Page 3750 (as defined in the International Swaps and Derivatives Association, Inc. 1991 Interest Rate and Currency Exchange Definitions) or such other page as may replace such Page 3750, as of 11:00 a.m. (London time) on such LIBOR Determination Date, as reported by Bloomberg Financial Markets Commodities News. "LIBOR Business Day" means any day that is not a Saturday, Sunday or other day on which commercial banking institutions in New York, New York or Wilmington, Delaware, are authorized or obligated by law or executive order to be closed. If such rate is superseded on Telerate Page 3750 by a corrected rate before 12:00 noon (London time) on the same LIBOR Determination Date, the corrected rate as so substituted will be the applicable LIBOR for that LIBOR Determination Date. (2) If, on any LIBOR Determination Date, such rate does not appear on Telerate Page 3750 or such other page as may replace such Page 3750, the Calculation Agent shall determine the arithmetic mean of the offered quotations of the Reference Banks (as defined below) to leading banks in the London interbank market for sixmonth U.S. Dollar deposits in Europe (in an amount determined by the Calculation Agent) by reference to requests for quotations as of approximately 11:00 a.m. (New York time) on the LIBOR Determination Date made by the Calculation Agent to the Reference Banks. If, on any LIBOR Determination Date, at least two of the Reference Banks provide such quotations, LIBOR shall equal the arithmetic mean of such quotations. If, on any LIBOR Determination Date, only one or none of the Reference Banks provide such quotations, LIBOR shall be deemed to be the arithmetic mean of the offered quotations that at least two leading banks in The City of New York (as selected by the Calculation Agent) are quoting on the relevant LIBOR Determination Date for sixmonth U.S. Dollar deposits in Europe at approximately 11:00 a.m. (New York time) (in an amount determined by the Calculation Agent). As used herein, "Reference Banks" means four major banks in the London interbank market selected by the Calculation Agent. (3) If the Calculation Agent is required but is unable to determine a rate in accordance with at least one of the procedures provided above, LIBOR shall be LIBOR in effect on the previous LIBOR Determination Date (whether or not LIBOR for such period was in fact determined on such LIBOR Determination Date). (c) All percentages resulting from any calculations on the Debt Securities will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with five one-millionths of a percentage point rounded upward (e.g., 9.876545% (or .09876545) being 16

rounded to 9.87655% (or .0987655)), and all dollar amounts used in or resulting from such calculation will be rounded to the nearest cent (with one-half cent being rounded upward). (d) On each LIBOR Determination Date, the Calculation Agent shall notify in writing the Company and the Paying Agent of the applicable Interest Rate in effect for the related Interest Payment. The Calculation Agent shall, upon the request of the holder of any Debt Securities, provide the Interest Rate then in effect. All calculations made by the Calculation Agent in the absence of manifest error shall be conclusive for all purposes and binding on the Company and the Holders of the Debt Securities. The Paying Agent shall be entitled to rely on information received from the Calculation Agent or the Company as to the Interest Rate. The Company shall, from time to time, provide any necessary information to the Paying Agent relating to any original issue discount and interest on the Debt Securities that is included in any payment and reportable for taxable income calculation purposes. SECTION 2.11 Extension of Interest Payment Period. So long as no Event of Default has occurred and is continuing, the Company shall have the right, from time to

rounded to 9.87655% (or .0987655)), and all dollar amounts used in or resulting from such calculation will be rounded to the nearest cent (with one-half cent being rounded upward). (d) On each LIBOR Determination Date, the Calculation Agent shall notify in writing the Company and the Paying Agent of the applicable Interest Rate in effect for the related Interest Payment. The Calculation Agent shall, upon the request of the holder of any Debt Securities, provide the Interest Rate then in effect. All calculations made by the Calculation Agent in the absence of manifest error shall be conclusive for all purposes and binding on the Company and the Holders of the Debt Securities. The Paying Agent shall be entitled to rely on information received from the Calculation Agent or the Company as to the Interest Rate. The Company shall, from time to time, provide any necessary information to the Paying Agent relating to any original issue discount and interest on the Debt Securities that is included in any payment and reportable for taxable income calculation purposes. SECTION 2.11 Extension of Interest Payment Period. So long as no Event of Default has occurred and is continuing, the Company shall have the right, from time to time and without causing an Event of Default, to defer payments of interest on the Debt Securities by extending the interest payment period on the Debt Securities at any time and from time to time during the term of the Debt Securities, for up to ten consecutive semi-annual periods (each such extended interest payment period, an "Extension Period"), during which Extension Period no interest shall be due and payable (except any Additional Interest that may be due and payable). No Extension Period may end on a date other than an Interest Payment Date. During any Extension Period, interest will continue to accrue on the Debt Securities, and interest on such accrued interest (such accrued interest and interest thereon referred to herein as "Deferred Interest") will accrue at the Interest Rate, compounded semi-annually from the date such Deferred Interest would have been payable were it not for the Extension Period, both to the extent permitted by law. No interest or Deferred Interest shall be due and payable during an Extension Period, except at the end thereof. At the end of any such Extension Period the Company shall pay all Deferred Interest then accrued and unpaid on the Debt Securities; provided, however, that no Extension Period may extend beyond the Maturity Date; and provided further, however, that during any such Extension Period, the Company shall be subject to the restrictions set forth in Section 3.08 of this Indenture. Prior to the termination of any Extension Period, the Company may further extend such period, provided, that such period together with all such previous and further consecutive extensions thereof shall not exceed ten consecutive semi-annual periods, or extend beyond the Maturity Date. Upon the termination of any Extension Period and upon the payment of all Deferred Interest, the Company may commence a new Extension Period, subject to the foregoing requirements. The Company must give the Trustee notice of its election to begin such Extension Period at least one Business Day prior to the earlier of (i) the next succeeding date on which interest on the Debt Securities would have been payable except for the election to begin such Extension Period or (ii) the date such interest is payable, but in any event not later than the related regular record date. The Trustee shall give notice of the Company's election to begin a new Extension Period to the Securityholders. 17 SECTION 2.12 CUSIP Numbers. The Company in issuing the Debt Securities may use "CUSIP" numbers (if then generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices of redemption as a convenience to Securityholders; provided, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Debt Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Debt Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee in writing of any change in the CUSIP numbers. ARTICLE III

SECTION 2.12 CUSIP Numbers. The Company in issuing the Debt Securities may use "CUSIP" numbers (if then generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices of redemption as a convenience to Securityholders; provided, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Debt Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Debt Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee in writing of any change in the CUSIP numbers. ARTICLE III PARTICULAR COVENANTS OF THE COMPANY SECTION 3.01 Payment of Principal Premium and Interest; Agreed Treatment of the Debt Securities. (a) The Company covenants and agrees that it will duly and punctually pay or cause to be paid the principal of and premium, if any, and interest on the Debt Securities at the place, at the respective times and in the manner provided in this Indenture and the Debt Securities. At the option of the Company, each installment of interest on the Debt Securities may be paid (i) by mailing checks for such interest payable to the order of the holders of Debt Securities entitled thereto as they appear on the Debt Security Register or (ii) by wire transfer to any account with a banking institution located in the United States designated by such Person to the paying agent no later than the related record date. (b) The Company will treat the Debt Securities as indebtedness, and the amounts payable in respect of the principal amount of such Debt Securities as interest, for all U.S. federal income tax purposes. All payments in respect of such Debt Securities will be made free and clear of U.S. withholding tax to any beneficial owner thereof that has provided an Internal Revenue Service Form W8 BEN (or any substitute or successor form) establishing its non-US status for U.S. federal income tax purposes. (c) As of the date of this Indenture, the Company has no intention to exercise its right under Section 2.11 to defer payments of interest on the Debt Securities by commencing an Extension Period. (d) As of the date of this Indenture, the Company believes that the likelihood that it would exercise its right under Section 2.11 to defer payments of interest on the Debt Securities by commencing an Extension Period at any time during which the Debt Securities are outstanding is remote because of the restrictions that would be imposed on the Company's ability to declare or pay dividends or distributions on, or to redeem, purchase or make a liquidation payment with respect to, any of its outstanding equity and on the Company's ability to make any payments of principal of or interest on, or repurchase or redeem, any of its debt securities that rank part passu in all respects with (or junior in interest to) the Debt Securities. 18 SECTION 3.02 Offices for Notices and Payments, etc. So long as any of the Debt Securities remain outstanding, the Company will maintain in Wilmington, Delaware or in Valdosta, Georgia, an office or agency where the Debt Securities may be presented for payment, an office or agency where the Debt Securities may be presented for registration of transfer and for exchange as in this Indenture provided and an office or agency where notices and demands to or upon the Company in respect of the Debt Securities or of this Indenture may be served. The Company will give to the Trustee written notice of the location of any such office or agency and of any change of location thereof. Until otherwise designated from time to time by the Company in a notice to the Trustee, or specified as contemplated by Section 2.05, such office or agency for all of the above purposes shall be the Principal Office of the Trustee. In case the Company shall fail to maintain any such office or agency in Wilmington, Delaware or in Valdosta, Georgia, or shall fail to give such notice of the location or of any change in the location thereof, presentations and demands may be made and notices may be served at the Principal Office of the Trustee. In addition to any such office or agency, the Company may from time to time designate one or more offices or agencies outside Wilmington, Delaware or Valdosta, Georgia, where the Debt Securities may be presented for

SECTION 3.02 Offices for Notices and Payments, etc. So long as any of the Debt Securities remain outstanding, the Company will maintain in Wilmington, Delaware or in Valdosta, Georgia, an office or agency where the Debt Securities may be presented for payment, an office or agency where the Debt Securities may be presented for registration of transfer and for exchange as in this Indenture provided and an office or agency where notices and demands to or upon the Company in respect of the Debt Securities or of this Indenture may be served. The Company will give to the Trustee written notice of the location of any such office or agency and of any change of location thereof. Until otherwise designated from time to time by the Company in a notice to the Trustee, or specified as contemplated by Section 2.05, such office or agency for all of the above purposes shall be the Principal Office of the Trustee. In case the Company shall fail to maintain any such office or agency in Wilmington, Delaware or in Valdosta, Georgia, or shall fail to give such notice of the location or of any change in the location thereof, presentations and demands may be made and notices may be served at the Principal Office of the Trustee. In addition to any such office or agency, the Company may from time to time designate one or more offices or agencies outside Wilmington, Delaware or Valdosta, Georgia, where the Debt Securities may be presented for registration of transfer and for exchange in the manner provided in this Indenture, and the Company may from time to time rescind such designation, as the Company may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain any such office or agency in Wilmington, Delaware or in Valdosta, Georgia, for the purposes above mentioned. The Company will give to the Trustee prompt written notice of any such designation or rescission thereof. SECTION 3.03 Appointments to Fill Vacancies in Trustee's Office. The Company, whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section 6.09, a Trustee, so that there shall at all times be a Trustee hereunder. SECTION 3.04 Provision as to Paving Agent. (a) If the Company shall appoint a paying agent other than the Trustee, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provision of this Section 3.04, (1) that it will hold all sums held by it as such agent for the payment of the principal of and premium, if any, or interest, if any, on the Debt Securities (whether such sums have been paid to it by the Company or by any other obligor on the Debt Securities) in trust for the benefit of the holders of the Debt Securities; (2) that it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the Debt Securities) to make any payment of the principal of and premium, if any, or interest, if any, on the Debt Securities when the same shall be due and payable; and 19

(3) that it will, at any time during the continuance of any Event of Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. (b) If the Company shall act as its own paying agent, it will, on or before each due date of the principal of and premium, if any, or interest, if any, on the Debt Securities, set aside, segregate and hold in trust for the benefit of the holders of the Debt Securities a sum sufficient to pay such principal, premium or interest so becoming due and will notify the Trustee in writing of any failure to take such action and of any failure by the Company (or by any other obligor under the Debt Securities) to make any payment of the principal of and premium, if any, or interest, if any, on the Debt Securities when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debt Securities, it will, on or prior to each due date of the principal of and premium, if any, or interest, if any, on the Debt Securities, deposit with a paying agent a sum sufficient to pay the principal, premium or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto and (unless such paying agent is the Trustee) the Company shall promptly notify the Trustee in writing of its action or failure to act.

(3) that it will, at any time during the continuance of any Event of Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. (b) If the Company shall act as its own paying agent, it will, on or before each due date of the principal of and premium, if any, or interest, if any, on the Debt Securities, set aside, segregate and hold in trust for the benefit of the holders of the Debt Securities a sum sufficient to pay such principal, premium or interest so becoming due and will notify the Trustee in writing of any failure to take such action and of any failure by the Company (or by any other obligor under the Debt Securities) to make any payment of the principal of and premium, if any, or interest, if any, on the Debt Securities when the same shall become due and payable. Whenever the Company shall have one or more paying agents for the Debt Securities, it will, on or prior to each due date of the principal of and premium, if any, or interest, if any, on the Debt Securities, deposit with a paying agent a sum sufficient to pay the principal, premium or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto and (unless such paying agent is the Trustee) the Company shall promptly notify the Trustee in writing of its action or failure to act. (c) Anything in this Section 3.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the Debt Securities, or for any other reason, pay, or direct any paying agent to pay to the Trustee all sums held in trust by the Company or any such paying agent, such sums to be held by the Trustee upon the same terms and conditions herein contained. (d) Anything in this Section 3.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.04 is subject to Sections 12.03 and 12.04. (e) The Company hereby initially appoints the Trustee to act as paying agent. SECTION 3.05 Certificate to Trustee. The Company will deliver to the Trustee on or before 120 days after the end of each fiscal year, so long as Debt Securities are outstanding hereunder, a Certificate stating that in the course of the performance by the signers of their duties as officers of the Company they would normally have knowledge of any default by the Company in the performance of any covenants contained herein, stating whether or not they have knowledge of any such default and, if so, specifying each such default of which the signers have knowledge and the nature thereof. SECTION 3.06 Additional Interest. If and for so long as the Trust is the holder of all Debt Securities and is required to pay any additional taxes, duties, assessments or other governmental charges as a result of a Tax Event, the Company will pay such additional amounts (the "Additional Interest") on the Debt Securities as shall be required so that the net amounts received and retained by the Trust after paying taxes, duties, assessments or other governmental charges will be equal to the amounts the Trust would have received if no such taxes, duties, assessments or other governmental charges 20 had been imposed. Whenever in this Indenture or the Debt Securities there is a reference in any context to the payment of principal of or interest on the Debt Securities, such mention shall be deemed to include mention of payments of the Additional Interest provided for in this paragraph to the extent that, in such context, Additional Interest is, was or would be payable in respect thereof pursuant to the provisions of this paragraph and express mention of the payment of Additional Interest (if applicable) in any provisions hereof shall not be construed as excluding Additional Interest in those provisions hereof where such express mention is not made, provided, however, that the deferral of the payment of interest during an Extension Period pursuant to Section 2.11 shall not defer the payment of any Additional Interest that may be due and payable. SECTION 3.07 Compliance with Consolidation Provisions. The Company will not, while any of the Debt Securities remain outstanding, consolidate with, or merge into, or merge into itself, or sell or convey all or substantially all of its property to any other Person unless the provisions

had been imposed. Whenever in this Indenture or the Debt Securities there is a reference in any context to the payment of principal of or interest on the Debt Securities, such mention shall be deemed to include mention of payments of the Additional Interest provided for in this paragraph to the extent that, in such context, Additional Interest is, was or would be payable in respect thereof pursuant to the provisions of this paragraph and express mention of the payment of Additional Interest (if applicable) in any provisions hereof shall not be construed as excluding Additional Interest in those provisions hereof where such express mention is not made, provided, however, that the deferral of the payment of interest during an Extension Period pursuant to Section 2.11 shall not defer the payment of any Additional Interest that may be due and payable. SECTION 3.07 Compliance with Consolidation Provisions. The Company will not, while any of the Debt Securities remain outstanding, consolidate with, or merge into, or merge into itself, or sell or convey all or substantially all of its property to any other Person unless the provisions of Article XI hereof are complied with. SECTION 3.08 Limitation on Dividends. If Debt Securities are initially issued to the Trust or a trustee of such Trust in connection with the issuance of Trust Securities by the Trust (regardless of whether Debt Securities continue to be held by such Trust) and (i) there shall have occurred and be continuing an Event of Default, (ii) the Company shall be in default with respect to its payment of any obligations under the Capital Securities Guarantee or (iii) the Company shall have given notice of its election to defer payments of interest on the Debt Securities by extending the interest payment period as provided herein and such period, or any extension thereof, shall have commenced and be continuing, then the Company may not (A) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's capital stock or (B) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu in all respects with or junior in interest to the Debt Securities (other than (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company (I) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, (II) in connection with a dividend reinvestment or stockholder stock purchase plan or (III) in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital stock), as consideration in an acquisition transaction entered into prior to the occurrence of (i), (ii) or (iii) above, (b) as a result of any exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any stockholder's rights plan, or the issuance of rights, stock or other property under any stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same 21

stock as that on which the dividend is being paid or ranks part passu with or junior to such stock). SECTION 3.09 Covenants as to the Trust. For so long as such Trust Securities remain outstanding, the Company shall maintain 100% ownership of the Common Securities; provided, however, that any permitted successor of the Company under this Indenture that is a U.S. Person may succeed to the Company's ownership of such Common Securities. The Company, as owner of the Common Securities, shall use commercially reasonable efforts to cause the Trust (a) to remain a statutory business trust, except in connection with a distribution of Debt Securities to the holders of Trust Securities in liquidation of the Trust, the redemption of all of the Trust Securities or certain mergers, consolidations or amalgamations, each as permitted by the Declaration, (b) to otherwise continue to be classified as a grantor trust for United States federal income tax purposes and (c) to cause each holder of Trust Securities to be treated as owning an undivided beneficial interest in the Debt Securities.

stock as that on which the dividend is being paid or ranks part passu with or junior to such stock). SECTION 3.09 Covenants as to the Trust. For so long as such Trust Securities remain outstanding, the Company shall maintain 100% ownership of the Common Securities; provided, however, that any permitted successor of the Company under this Indenture that is a U.S. Person may succeed to the Company's ownership of such Common Securities. The Company, as owner of the Common Securities, shall use commercially reasonable efforts to cause the Trust (a) to remain a statutory business trust, except in connection with a distribution of Debt Securities to the holders of Trust Securities in liquidation of the Trust, the redemption of all of the Trust Securities or certain mergers, consolidations or amalgamations, each as permitted by the Declaration, (b) to otherwise continue to be classified as a grantor trust for United States federal income tax purposes and (c) to cause each holder of Trust Securities to be treated as owning an undivided beneficial interest in the Debt Securities. ARTICLE IV LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE SECTION 4.01 Securitvholders' Lists. The Company covenants and agrees that it will furnish or cause to be furnished to the Trustee: (a) on each regular record date for an Interest Payment Date, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Securityholders of the Debt Securities as of such record date; and (b) at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished; except that no such lists need be furnished under this Section 4.01 so long as the Trustee is in possession thereof by reason of its acting as Debt Security registrar. SECTION 4.02 Preservation and Disclosure of Lists. (a) The Trustee shall preserve, in as current a form as is reasonably practicable, all information as to the names and addresses of the holders of Debt Securities (1) contained in the most recent list furnished to it as provided in Section 4.01 or (2) received by it in the capacity of Debt Securities registrar (if so acting) hereunder. The Trustee may destroy any list furnished to it as provided in Section 4.01 upon receipt of a new list so furnished. (b) In case three or more holders of Debt Securities (hereinafter referred to as "applicants") apply in writing to the Trustee and furnish to the Trustee reasonable proof that each 22

such applicant has owned a Debt Security for a period of at least six months preceding the date of such application, and such application states that the applicants desire to communicate with other holders of Debt Securities with respect to their rights under this Indenture or under such Debt Securities and is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmit, then the Trustee shall within five Business Days after the receipt of such application, at its election, either: (1) afford such applicants access to the information preserved at the time by the Trustee in accordance with the provisions of subsection (a) of this Section 4.02, or (2) inform such applicants as to the approximate number of holders of Debt Securities whose names and addresses appear in the information preserved at the time by the Trustee in accordance with the provisions of subsection (a) of this Section 4.02, and as to the approximate cost of mailing to such Securityholders the form of

such applicant has owned a Debt Security for a period of at least six months preceding the date of such application, and such application states that the applicants desire to communicate with other holders of Debt Securities with respect to their rights under this Indenture or under such Debt Securities and is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmit, then the Trustee shall within five Business Days after the receipt of such application, at its election, either: (1) afford such applicants access to the information preserved at the time by the Trustee in accordance with the provisions of subsection (a) of this Section 4.02, or (2) inform such applicants as to the approximate number of holders of Debt Securities whose names and addresses appear in the information preserved at the time by the Trustee in accordance with the provisions of subsection (a) of this Section 4.02, and as to the approximate cost of mailing to such Securityholders the form of proxy or other communication, if any, specified in such application. If the Trustee shall elect not to afford such applicants access to such information, the Trustee shall, upon the written request of such applicants, mail to each Securityholder of Debt Securities whose name and address appear in the information preserved at the time by the Trustee in accordance with the provisions of subsection (a) of this Section 4.02 a copy of the form of proxy or other communication which is specified in such request with reasonable promptness after a tender to the Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless within five days after such tender, the Trustee shall mail to such applicants and file with the Securities and Exchange Commission, if permitted or required by applicable law, together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Trustee, such mailing would be contrary to the best interests of the holders of all Debt Securities, as the case may be, or would be in violation of applicable law. Such written statement shall specify the basis of such opinion. If said Commission, as permitted or required by applicable law, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, said Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Trustee shall mail copies of such material to all such Securityholders with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Trustee shall be relieved of any obligation or duty to such applicants respecting their application. (c) Each and every holder of Debt Securities, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any paying agent shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the holders of Debt Securities in accordance with the provisions of subsection (b) of this Section 4.02, regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under said subsection (b). 23

ARTICLE V REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS UPON AN EVENT OF DEFAULT SECTION 5.01 Events of Default. The following events shall be "Events of Default" with respect to Debt Securities: (a) the Company defaults in the payment of any interest upon any Debt Security when it becomes due and payable, and continuance of such default for a period of 30 days; for the avoidance of doubt, an extension of any interest payment period by the Company in accordance with Section 2.11 of this Indenture shall not constitute a default under this clause 5.01(a);or (b) the Company defaults in the payment of all or any part of the principal of (or premium, if any, on) any Debt Securities as and when the same shall become due and payable either at maturity, upon redemption, by

ARTICLE V REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS UPON AN EVENT OF DEFAULT SECTION 5.01 Events of Default. The following events shall be "Events of Default" with respect to Debt Securities: (a) the Company defaults in the payment of any interest upon any Debt Security when it becomes due and payable, and continuance of such default for a period of 30 days; for the avoidance of doubt, an extension of any interest payment period by the Company in accordance with Section 2.11 of this Indenture shall not constitute a default under this clause 5.01(a);or (b) the Company defaults in the payment of all or any part of the principal of (or premium, if any, on) any Debt Securities as and when the same shall become due and payable either at maturity, upon redemption, by declaration of acceleration or otherwise; or (c) the Company defaults in the performance of, or breaches, any of its covenants or agreements in Sections 3.06, 3.07, 3.08 and 3.09 of this Indenture (other than a covenant or agreement a default in whose performance or whose breach is elsewhere in this Section specifically dealt with), and continuance of such default or breach for a period of 90 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the holders of not less than 25% in aggregate principal amount of the outstanding Debt Securities, a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunder; or (d) a court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Company in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appoints a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Company or for any substantial part of its property, or orders the winding-up or liquidation of its affairs and such decree or order shall remain unstayed and in effect for a period of 90 consecutive days; or (e) the Company shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of the Company or of any substantial part of its property, or shall make any general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due; or (f) the Trust shall have voluntarily or involuntarily liquidated, dissolved, wound-up its business or otherwise terminated its existence except in connection with (1) the distribution of the Debt Securities to holders of such Trust Securities in liquidation of their 24

interests in the Trust, (2) the redemption of all of the outstanding Trust Securities or (3) certain mergers, consolidations or amalgamations, each as permitted by the Declaration. If an Event of Default occurs and is continuing with respect to the Debt Securities, then, and in each and every such case, unless the principal of the Debt Securities shall have already become due and payable, either the Trustee or the holders of not less than 25% in aggregate principal amount of the Debt Securities then outstanding hereunder, by notice in writing to the Company (and to the Trustee if given by Securityholders), may declare the entire principal of the Debt Securities and the interest accrued thereon, if any, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable. The foregoing provisions, however, are subject to the condition that if, at any time after the principal of the Debt Securities shall have been so declared due and payable, and before any judgment or decree for the payment of

interests in the Trust, (2) the redemption of all of the outstanding Trust Securities or (3) certain mergers, consolidations or amalgamations, each as permitted by the Declaration. If an Event of Default occurs and is continuing with respect to the Debt Securities, then, and in each and every such case, unless the principal of the Debt Securities shall have already become due and payable, either the Trustee or the holders of not less than 25% in aggregate principal amount of the Debt Securities then outstanding hereunder, by notice in writing to the Company (and to the Trustee if given by Securityholders), may declare the entire principal of the Debt Securities and the interest accrued thereon, if any, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable. The foregoing provisions, however, are subject to the condition that if, at any time after the principal of the Debt Securities shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, (i) the Company shall pay or shall deposit with the Trustee a sum sufficient to pay all matured installments of interest upon all the Debt Securities and the principal of and premium, if any, on the Debt Securities which shall have become due otherwise than by acceleration (with interest upon such principal and premium, if any, and Deferred Interest, to the extent permitted by law) and such amount as shall be sufficient to cover reasonable compensation to the Trustee and each predecessor Trustee, their respective agents, attorneys and counsel, and all other amounts due to the Trustee pursuant to Section 6.06, if any, and (ii) all Events of Default under this Indenture, other than the non-payment of the principal of or premium, if any, on Debt Securities which shall have become due by acceleration, shall have been cured, waived or otherwise remedied as provided herein ~ then and in every such case the holders of a majority in aggregate principal amount of the Debt Securities then outstanding, by written notice to the Company and to the Trustee, may waive all defaults and rescind and annul such declaration and its consequences, but no such waiver or rescission and annulment shall extend to or shall affect any subsequent default or shall impair any right consequent thereon. In case the Trustee shall have proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued or abandoned because of such rescission or annulment or for any other reason or shall have been determined adversely to the Trustee, then and in every such case the Company, the Trustee and the holders of the Debt Securities shall be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of the Company, the Trustee and the holders of the Debt Securities shall continue as though no such proceeding had been taken. SECTION 5.02 Payment of Debt Securities on Default: Suit Therefor. The Company covenants that upon the occurrence of an Event of Default pursuant to clause 5.01 (a) or 5.01(b) and upon demand of the Trustee, the Company will pay to the Trustee, for the benefit of the holders of the Debt Securities, the whole amount that then shall have become due and payable on all Debt Securities for principal and premium, if any, or interest, or both, as the case may be, including Deferred Interest accrued on the Debt Securities; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation to the Trustee, its agents, attorneys 25

and counsel, and any other amounts due to the Trustee under Section 6.06. In case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any actions or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Company or any other obligor on such Debt Securities and collect in the manner provided by law out of the property of the Company or any other obligor on such Debt Securities wherever situated the moneys adjudged or decreed to be payable. In case there shall be pending proceedings for the bankruptcy or for the reorganization of the Company or any other obligor on the Debt Securities under Bankruptcy Law, or in case a receiver or trustee shall have been appointed for the property of the Company or such other obligor, or in the case of any other similar judicial proceedings relative to the Company or other obligor upon the Debt Securities, or to the creditors or property of the Company or such other obligor, the Trustee, irrespective of whether the principal of the Debt Securities shall

and counsel, and any other amounts due to the Trustee under Section 6.06. In case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any actions or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Company or any other obligor on such Debt Securities and collect in the manner provided by law out of the property of the Company or any other obligor on such Debt Securities wherever situated the moneys adjudged or decreed to be payable. In case there shall be pending proceedings for the bankruptcy or for the reorganization of the Company or any other obligor on the Debt Securities under Bankruptcy Law, or in case a receiver or trustee shall have been appointed for the property of the Company or such other obligor, or in the case of any other similar judicial proceedings relative to the Company or other obligor upon the Debt Securities, or to the creditors or property of the Company or such other obligor, the Trustee, irrespective of whether the principal of the Debt Securities shall then be due and payable as therein expressed or by declaration of acceleration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.02, shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Debt Securities and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee and each predecessor Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all other amounts due to the Trustee under Section 6.06) and of the Securityholders allowed in such judicial proceedings relative to the Company or any other obligor on the Debt Securities, or to the creditors or property of the Company or such other obligor, unless prohibited by applicable law and regulations, to vote on behalf of the holders of the Debt Securities in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency proceedings or Person performing similar functions in comparable proceedings, and to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute the same after the deduction of its charges and expenses; and any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized by each of the Securityholders to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Securityholders, to pay to the Trustee such amounts as shall be sufficient to cover reasonable compensation to the Trustee, each predecessor Trustee and their respective agents, attorneys and counsel, and all other amounts due to the Trustee under Section 6.06. Nothing herein contained shall be construed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Debt Securities or the rights of any holder thereof or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding. All rights of action and of asserting claims under this Indenture, or under any of the Debt Securities, may be enforced by the Trustee without the possession of any of the Debt Securities, or the production thereof at any trial or other proceeding relative thereto, and any 26

such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall be for the ratable benefit of the holders of the Debt Securities. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the holders of the Debt Securities, and it shall not be necessary to make any holders of the Debt Securities parties to any such proceedings. SECTION 5.03 Application of Moneys Collected by Trustee. Any moneys collected by the Trustee shall be applied in the following order, at the date or dates fixed by the Trustee for the distribution of such moneys, upon presentation of the several Debt Securities in respect of which moneys have been collected, and stamping thereon the payment, if only partially paid, and upon surrender thereof

such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall be for the ratable benefit of the holders of the Debt Securities. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the holders of the Debt Securities, and it shall not be necessary to make any holders of the Debt Securities parties to any such proceedings. SECTION 5.03 Application of Moneys Collected by Trustee. Any moneys collected by the Trustee shall be applied in the following order, at the date or dates fixed by the Trustee for the distribution of such moneys, upon presentation of the several Debt Securities in respect of which moneys have been collected, and stamping thereon the payment, if only partially paid, and upon surrender thereof if fully paid: First: To the payment of costs and expenses incurred by, and reasonable fees of, the Trustee, its agents, attorneys and counsel, and of all other amounts due to the Trustee under Section 6.06; Second: To the payment of all Senior Indebtedness of the Company if and to the extent required by Article XV; Third: To the payment of the amounts then due and unpaid upon Debt Securities for principal (and premium, if any), and interest on the Debt Securities, in respect of which or for the benefit of which money has been collected, ratably, without preference or priority of any kind, according to the amounts due on such Debt Securities for principal (and premium, if any) and interest, respectively; and Fourth: The balance, if any, to the Company. SECTION 5.04 Proceedings by Securityholders. No holder of any Debt Security shall have any right to institute any suit, action or proceeding for any remedy hereunder, unless such holder previously shall have given to the Trustee written notice of an Event of Default with respect to the Debt Securities and unless the holders of not less than 25% in aggregate principal amount of the Debt Securities then outstanding shall have given the Trustee a written request to institute such action, suit or proceeding and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred thereby, and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action, suit or proceeding; provided, that no holder of Debt Securities shall have any right to prejudice the rights of any other holder of Debt Securities, obtain priority or preference over any other such holder or enforce any right under this Indenture except in the manner herein provided and for the equal, ratable and common benefit of all holders of Debt Securities. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Debt Security to receive payment of the principal of, premium, if any, and interest 27

on such Debt Security when due, or to institute suit for the enforcement of any such payment, shall not be impaired or affected without the consent of such holder. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. SECTION 5.05 Proceedings by Trustee. In case of an Event of Default hereunder the Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any of such rights, either by suit in equity or by action at law or by proceeding in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in this Indenture or in aid of the exercise of any power granted in this Indenture, or to enforce any other legal or

on such Debt Security when due, or to institute suit for the enforcement of any such payment, shall not be impaired or affected without the consent of such holder. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. SECTION 5.05 Proceedings by Trustee. In case of an Event of Default hereunder the Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any of such rights, either by suit in equity or by action at law or by proceeding in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in this Indenture or in aid of the exercise of any power granted in this Indenture, or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law. SECTION 5.06 Remedies Cumulative and Continuing. Except as otherwise provided in Section 2.06, all powers and remedies given by this Article V to the Trustee or to the Securityholders shall, to the extent permitted by law, be deemed cumulative and not exclusive of any other powers and remedies available to the Trustee or the holders of the Debt Securities, by judicial proceedings or otherwise, to enforce the performance or observance of the covenants and agreements contained in this Indenture or otherwise established with respect to the Debt Securities, and no delay or omission of the Trustee or of any holder of any of the Debt Securities to exercise any right or power accruing upon any Event of Default occurring and continuing as aforesaid shall impair any such right or power, or shall be construed to be a waiver of any such default or an acquiescence therein; and, subject to the provisions of Section 5.04, every power and remedy given by this Article V or by law to the Trustee or to the Securityholders may be exercised from time to time, and as often as shall be deemed expedient, by the Trustee or by the Securityholders. SECTION 5.07 Direction of Proceedings and Waiver of Defaults by Majority of Securityholders. The holders of a majority in aggregate principal amount of the Debt Securities affected (voting as one class) at the time outstanding shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to such Debt Securities; provided, however, that (subject to the provisions of Section 6.01) the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible Officer of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability. Prior to any declaration accelerating the maturity of the Debt Securities, the holders of a majority in aggregate principal amount of the Debt Securities at the time outstanding may on behalf of the holders of all of the Debt Securities waive (or modify any previously granted waiver of) any past default or Event of Default and its consequences, except a default (a) in the payment of principal of, premium, if 28 any, or interest on any of the Debt Securities, (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debt Security affected, or (c) in respect of the covenants contained in Section 3.09; provided, however, that if the Debt Securities are held by the Trust or a trustee of such trust, such waiver or modification to such waiver shall not be effective until the holders of a majority in liquidation preference of Trust Securities of the Trust shall have consented to such waiver or modification to such waiver; provided, further, that if the consent of the holder of each outstanding Debt Security is required, such waiver shall not be effective until each holder of the Trust Securities of the Trust shall have consented to such waiver. Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the holders of the Debt Securities shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this Section 5.07, said default or Event of Default shall for all purposes of the Debt Securities and this Indenture be deemed to have been cured and to be not continuing.

any, or interest on any of the Debt Securities, (b) in respect of covenants or provisions hereof which cannot be modified or amended without the consent of the holder of each Debt Security affected, or (c) in respect of the covenants contained in Section 3.09; provided, however, that if the Debt Securities are held by the Trust or a trustee of such trust, such waiver or modification to such waiver shall not be effective until the holders of a majority in liquidation preference of Trust Securities of the Trust shall have consented to such waiver or modification to such waiver; provided, further, that if the consent of the holder of each outstanding Debt Security is required, such waiver shall not be effective until each holder of the Trust Securities of the Trust shall have consented to such waiver. Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the holders of the Debt Securities shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this Section 5.07, said default or Event of Default shall for all purposes of the Debt Securities and this Indenture be deemed to have been cured and to be not continuing. SECTION 5.08 Notice of Defaults. The Trustee shall, within 90 days after a Responsible Officer of the Trustee shall have actual knowledge or received written notice of the occurrence of a default with respect to the Debt Securities, mail to all Securityholders, as the names and addresses of such holders appear upon the Debt Security Register, notice of all defaults with respect to the Debt Securities known to the Trustee, unless such defaults shall have been cured before the giving of such notice (the term "defaults" for the purpose of this Section 5.08 being hereby defined to be the events specified in subsections (a), (b), (c), (d) and (e) of Section 5.01, not including periods of grace, if any, provided for therein); provided, that, except in the case of default in the payment of the principal of, premium, if any, or interest on any of the Debt Securities, the Trustee shall be protected in withholding such notice if and so long as a Responsible Officer of the Trustee in good faith determines that the withholding of such notice is in the interests of the Securityholders. SECTION 5.09 Undertaking to Pay Costs. All parties to this Indenture agree, and each holder of any Debt Security by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys' fees and expenses, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section 5.09 shall not apply to any suit instituted by the Trustee, to any suit instituted by any Securityholder, or group of Securityholders, holding in the aggregate more than 10% in principal amount of the Debt Securities outstanding, or to any suit instituted by any Securityholder for the enforcement of the payment of the principal of (or premium, if any) or interest on any Debt Security against the Company on or after the same shall have become due and payable. 29

ARTICLE VI CONCERNING THE TRUSTEE SECTION 6.01 Duties and Responsibilities of Trustee. With respect to the holders of Debt Securities issued hereunder, the Trustee, prior to the occurrence of an Event of Default with respect to the Debt Securities and after the curing or waiving of all Events of Default which may have occurred, with respect to the Debt Securities, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default with respect to the Debt Securities has occurred (which has not been cured or waived) the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action,

ARTICLE VI CONCERNING THE TRUSTEE SECTION 6.01 Duties and Responsibilities of Trustee. With respect to the holders of Debt Securities issued hereunder, the Trustee, prior to the occurrence of an Event of Default with respect to the Debt Securities and after the curing or waiving of all Events of Default which may have occurred, with respect to the Debt Securities, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default with respect to the Debt Securities has occurred (which has not been cured or waived) the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (a) prior to the occurrence of an Event of Default with respect to Debt Securities and after the curing or waiving of all Events of Default which may have occurred (1) the duties and obligations of the Trustee with respect to Debt Securities shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations with respect to the Debt Securities as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee, and (2) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform on their face to the requirements of this Indenture; (b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith, in accordance with the direction of the Securityholders pursuant to Section 5.07, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture; and (d) the Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Debt Securities unless either (1) a Responsible Officer shall have 30

actual knowledge of such Default or Event of Default or (2) written notice of such Default or Event of Default shall have been given to the Trustee by the Company or any other obligor on the Debt Securities or by any holder of the Debt Securities, except with respect to an Event of Default pursuant to Sections 5.01(a) or 5.01(b) hereof (other than an Event of Default resulting from the default in the payment of Additional Interest or premium, if any, if the Trustee does not have actual knowledge or written notice that such payment is due and payable), of which the Trustee shall be deemed to have knowledge. None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers. SECTION 6.02 Reliance on Documents. Opinions, etc.

actual knowledge of such Default or Event of Default or (2) written notice of such Default or Event of Default shall have been given to the Trustee by the Company or any other obligor on the Debt Securities or by any holder of the Debt Securities, except with respect to an Event of Default pursuant to Sections 5.01(a) or 5.01(b) hereof (other than an Event of Default resulting from the default in the payment of Additional Interest or premium, if any, if the Trustee does not have actual knowledge or written notice that such payment is due and payable), of which the Trustee shall be deemed to have knowledge. None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers. SECTION 6.02 Reliance on Documents. Opinions, etc. Except as otherwise provided in Section 6.01: (a) the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, note, debenture or other paper or document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties; (b) any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by an Officers' Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any Board Resolution may be evidenced to the Trustee by a copy thereof certified by the Secretary or an Assistant Secretary of the Company; (c) the Trustee may consult with counsel of its selection and any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders, pursuant to the provisions of this Indenture, unless such Securityholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of an Event of Default with respect to the Debt Securities (that has not been cured or waived) to exercise with respect to Debt Securities such of the rights and powers vested in it by this Indenture, and to use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs; (f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, 31 request, consent, order, approval, bond, debenture, coupon or other paper or document, unless requested in writing to do so by the holders of not less than a majority in principal amount of the outstanding Debt Securities affected thereby; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such expense or liability as a condition to so proceeding; and (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents (including any Authenticating Agent) or attorneys, and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed by it with due care.

request, consent, order, approval, bond, debenture, coupon or other paper or document, unless requested in writing to do so by the holders of not less than a majority in principal amount of the outstanding Debt Securities affected thereby; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such expense or liability as a condition to so proceeding; and (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents (including any Authenticating Agent) or attorneys, and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed by it with due care. SECTION 6.03 No Responsibility for Recitals, etc. The recitals contained herein and in the Debt Securities (except in the certificate of authentication of the Trustee or the Authenticating Agent) shall be taken as the statements of the Company and the Trustee and the Authenticating Agent assume no responsibility for the correctness of the same. The Trustee and the Authenticating Agent make no representations as to the validity or sufficiency of this Indenture or of the Debt Securities. The Trustee and the Authenticating Agent shall not be accountable for the use or application by the Company of any Debt Securities or the proceeds of any Debt Securities authenticated and delivered by the Trustee or the Authenticating Agent in conformity with the provisions of this Indenture. SECTION 6.04 Trustee. Authenticating Agent. Paying Agents, Transfer Agents or Registrar May Own Debt Securities. The Trustee or any Authenticating Agent or any paying agent or any transfer agent or any Debt Security registrar, in its individual or any other capacity, may become the owner or pledgee of Debt Securities with the same rights it would have if it were not Trustee, Authenticating Agent, paying agent, transfer agent or Debt Security registrar. SECTION 6.05 Moneys to be Held in Trust. Subject to the provisions of Section 12.04, all moneys received by the Trustee or any paying agent shall, until used or applied as herein provided, be held in trust for the purpose for which they were received, but need not be segregated from other funds except to the extent required by law. The Trustee and any paying agent shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing with the Company. So long as no Event of Default shall have occurred and be continuing, all interest allowed on any such moneys, if any, shall be paid from time to time to the Company upon the written order of the Company, signed by the Chairman of the Board of Directors, the President, the Chief Operating Officer, a Vice President, the Treasurer or an Assistant Treasurer of the Company. SECTION 6.06 Compensation and Expenses of Trustee. The Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation as shall be agreed to in writing between the 32

Company and the Trustee (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and the Company will pay or reimburse the Trustee upon its written request for all documented reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance that arise from its negligence or bad faith. The Company also covenants to indemnify each of the Trustee (including in its individual capacity) and any predecessor Trustee (and its officers, agents, directors and employees) for, and to hold it harmless against, any and all loss, damage, claim, liability or expense including taxes (other than taxes based on the income of the Trustee), except to the extent such loss, damage, claim, liability or expense results from the negligence or bad faith of such indemnitee, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself

Company and the Trustee (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and the Company will pay or reimburse the Trustee upon its written request for all documented reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance that arise from its negligence or bad faith. The Company also covenants to indemnify each of the Trustee (including in its individual capacity) and any predecessor Trustee (and its officers, agents, directors and employees) for, and to hold it harmless against, any and all loss, damage, claim, liability or expense including taxes (other than taxes based on the income of the Trustee), except to the extent such loss, damage, claim, liability or expense results from the negligence or bad faith of such indemnitee, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim or liability in the premises. The obligations of the Company under this Section 6.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for documented expenses, disbursements and advances shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the holders of particular Debt Securities. Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services in connection with an Event of Default specified in subsections (d), (e) or (f) of Section 5.01, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable federal or state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the resignation or removal of the Trustee and the defeasance or other termination of this Indenture. SECTION 6.07 Officers' Certificate as Evidence. Except as otherwise provided in Sections 6.01 and 6.02, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' Certificate delivered to the Trustee, and such certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof. SECTION 6.08 Eligibility of Trustee. The Trustee hereunder shall at all times be a U.S. Person that is a banking corporation organized and doing business under the laws of the United States of America or any state thereof or of the District of Columbia and authorized under such laws to exercise corporate 33

trust powers, having a combined capital and surplus of at least fifty million U.S. dollars ($50,000,000) and subject to supervision or examination by federal, state, or District of Columbia authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 6.08 the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent records of condition so published. The Company may not, nor may any Person directly or indirectly controlling, controlled by, or under common control with the Company, serve as Trustee, notwithstanding that such corporation shall be otherwise eligible and qualified under this Article. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 6.08, the Trustee shall resign immediately in the manner and with the effect specified in Section 6.09.

trust powers, having a combined capital and surplus of at least fifty million U.S. dollars ($50,000,000) and subject to supervision or examination by federal, state, or District of Columbia authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 6.08 the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent records of condition so published. The Company may not, nor may any Person directly or indirectly controlling, controlled by, or under common control with the Company, serve as Trustee, notwithstanding that such corporation shall be otherwise eligible and qualified under this Article. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 6.08, the Trustee shall resign immediately in the manner and with the effect specified in Section 6.09. If the Trustee has or shall acquire any "conflicting interest" within the meaning of Sec. 310(b) of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to this Indenture. SECTION 6.09 Resignation or Removal of Trustee. (a) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign by giving written notice of such resignation to the Company and by mailing notice thereof, at the Company's expense, to the holders of the Debt Securities at their addresses as they shall appear on the Debt Security Register. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee or trustees by written instrument, in duplicate, executed by order of its Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and have accepted appointment within 30 days after the mailing of such notice of resignation to the affected Securityholders, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee, or any Securityholder who has been a bona fide holder of a Debt Security or Debt Securities for at least six months may, subject to the provisions of Section 5.09, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor Trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor Trustee. (b) In case at any time any of the following shall occur ~ (1) the Trustee shall fail to comply with the provisions of the last paragraph of Section 6.08 after written request therefor by the Company or by any Securityholder who has been a bona fide holder of a Debt Security or Debt Securities for at least six months, 34

(2) the Trustee shall cease to be eligible in accordance with the provisions of Section 6.08 and shall fail to resign after written request therefor by the Company or by any such Securityholder, or (3) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, the Company may remove the Trustee and appoint a successor Trustee by written instrument, in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee, or, subject to the provisions of Section 5.09, if no successor Trustee shall have been so appointed and have accepted appointment within 30 days of the occurrence of any of (1), (2) or (3) above, any Securityholder who has been a bona fide holder of a Debt Security or Debt Securities for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a

(2) the Trustee shall cease to be eligible in accordance with the provisions of Section 6.08 and shall fail to resign after written request therefor by the Company or by any such Securityholder, or (3) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, the Company may remove the Trustee and appoint a successor Trustee by written instrument, in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee, or, subject to the provisions of Section 5.09, if no successor Trustee shall have been so appointed and have accepted appointment within 30 days of the occurrence of any of (1), (2) or (3) above, any Securityholder who has been a bona fide holder of a Debt Security or Debt Securities for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor Trustee, (c) Upon prior written notice to the Company and the Trustee, the holders of a majority in aggregate principal amount of the Debt Securities at the time outstanding may at any time remove the Trustee and nominate a successor Trustee, which shall be deemed appointed as successor Trustee unless within ten Business Days after such nomination the Company objects thereto, in which case or in the case of a failure by such holders to nominate a successor Trustee, the Trustee so removed or any Securityholder, upon the terms and conditions and otherwise as in subsection (a) of this Section 6.09 provided, may petition any court of competent jurisdiction for an appointment of a successor. (d) Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 6.09 shall become effective upon acceptance of appointment by the successor Trustee as provided in Section 6.10. SECTION 6.10 Acceptance by Successor Trustee. Any successor Trustee appointed as provided in Section 6.09 shall execute, acknowledge and deliver to the Company and to its predecessor Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations with respect to the Debt Securities of its predecessor hereunder, with like effect as if originally named as Trustee herein; but, nevertheless, on the written request of the Company or of the successor Trustee, the Trustee ceasing to act shall, upon payment of the amounts then due it pursuant to the provisions of Section 6.06, execute and deliver an instrument transferring to such successor Trustee all the rights and powers of the Trustee so ceasing to act and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee thereunder. Upon request of any such successor Trustee, the Company shall execute any and all instruments in 35

writing for more fully and certainly vesting in and confirming to such successor Trustee all such rights and powers. Any Trustee ceasing to act shall, nevertheless, retain a lien upon all property or funds held or collected by such Trustee to secure any amounts then due it pursuant to the provisions of Section 6.06. If a successor Trustee is appointed, the Company, the retiring Trustee and the successor Trustee shall execute and deliver an indenture supplemental hereto which shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Debt Securities as to which the predecessor Trustee is not retiring shall continue to be vested in the predecessor Trustee, and shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the Trust hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each

writing for more fully and certainly vesting in and confirming to such successor Trustee all such rights and powers. Any Trustee ceasing to act shall, nevertheless, retain a lien upon all property or funds held or collected by such Trustee to secure any amounts then due it pursuant to the provisions of Section 6.06. If a successor Trustee is appointed, the Company, the retiring Trustee and the successor Trustee shall execute and deliver an indenture supplemental hereto which shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Debt Securities as to which the predecessor Trustee is not retiring shall continue to be vested in the predecessor Trustee, and shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the Trust hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be Trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee. No successor Trustee shall accept appointment as provided in this Section 6.10 unless at the time of such acceptance such successor Trustee shall be eligible under the provisions of Section 6.08. In no event shall a retiring Trustee be liable for the acts or omissions of any successor Trustee hereunder. Upon acceptance of appointment by a successor Trustee as provided in this Section 6.10, the Company shall mail notice of the succession of such Trustee hereunder to the holders of Debt Securities at their addresses as they shall appear on the Debt Security Register. If the Company fails to mail such notice within ten Business Days after the acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Company. SECTION 6.11 Succession by Merger, etc. Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder without the execution or filing of any paper or any further act on the part of any of the parties hereto; provided, that such corporation shall be otherwise eligible and qualified under this Article. In case at the time such successor to the Trustee shall succeed to the trusts created by this Indenture any of the Debt Securities shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor Trustee, and deliver such Debt Securities so authenticated; and in case at that time any of the Debt Securities shall not have been authenticated, any successor to the Trustee may authenticate such Debt Securities either in the name of any predecessor hereunder or in the name of the 36 successor Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Debt Securities or in this Indenture provided that the certificate of the Trustee shall have; provided, however, that the right to adopt the certificate of authentication of any predecessor Trustee or authenticate Debt Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation. SECTION 6.12 Authenticating Agents. There may be one or more Authenticating Agents appointed by the Trustee upon the request of the Company with power to act on its behalf and subject to its direction in the authentication and delivery of Debt Securities issued upon exchange or registration of transfer thereof as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized to authenticate and deliver Debt Securities; provided, that the Trustee shall have no liability to the Company for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of Debt Securities. Any such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States or of any state or territory thereof

successor Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Debt Securities or in this Indenture provided that the certificate of the Trustee shall have; provided, however, that the right to adopt the certificate of authentication of any predecessor Trustee or authenticate Debt Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation. SECTION 6.12 Authenticating Agents. There may be one or more Authenticating Agents appointed by the Trustee upon the request of the Company with power to act on its behalf and subject to its direction in the authentication and delivery of Debt Securities issued upon exchange or registration of transfer thereof as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized to authenticate and deliver Debt Securities; provided, that the Trustee shall have no liability to the Company for any acts or omissions of the Authenticating Agent with respect to the authentication and delivery of Debt Securities. Any such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States or of any state or territory thereof or of the District of Columbia authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of at least $50,000,000 and being subject to supervision or examination by federal, state, territorial or District of Columbia authority. If such corporation publishes reports of condition at least annually pursuant to law or the requirements of such authority, then for the purposes of this Section 6.12 the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect herein specified in this Section. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 6.12 without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent with respect to the Debt Securities by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 6.12, the Trustee may, and upon the request of the Company shall, promptly appoint a successor Authenticating Agent eligible under this Section 6.12, shall give written notice of such appointment to the Company and shall mail notice of such appointment to all holders of Debt Securities as the names and addresses of such holders appear on the Debt Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities 37

with respect to the Debt Securities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. The Company agrees to pay to any Authenticating Agent from time to time reasonable compensation for its services. Any Authenticating Agent shall have no responsibility or liability for any action taken by it as such in accordance with the directions of the Trustee. ARTICLE VII CONCERNING THE SECURITYHOLDERS SECTION 7.01 Action by Securityholders. Whenever in this Indenture it is provided that the holders of a specified percentage in aggregate principal amount

with respect to the Debt Securities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. The Company agrees to pay to any Authenticating Agent from time to time reasonable compensation for its services. Any Authenticating Agent shall have no responsibility or liability for any action taken by it as such in accordance with the directions of the Trustee. ARTICLE VII CONCERNING THE SECURITYHOLDERS SECTION 7.01 Action by Securityholders. Whenever in this Indenture it is provided that the holders of a specified percentage in aggregate principal amount of the Debt Securities may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action), the fact that at the time of taking any such action the holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by such Securityholders in person or by agent or proxy appointed in writing, or (b) by the record of such holders of Debt Securities voting in favor thereof at any meeting of such Securityholders duly called and held in accordance with the provisions of Article VIII, or (c) by a combination of such instrument or instruments and any such record of such a meeting of such Securityholders or (d) by any other method the Trustee deems satisfactory. If the Company shall solicit from the Securityholders any request, demand, authorization, direction, notice, consent, waiver or other action or revocation of the same, the Company may, at its option, as evidenced by an Officers' Certificate, fix in advance a record date for such Debt Securities for the determination of Securityholders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other action or revocation of the same, but the Company shall have no obligation to do so. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other action or revocation of the same may be given before or after the record date, but only the Securityholders of record at the close of business on the record date shall be deemed to be Securityholders for the purposes of determining whether Securityholders of the requisite proportion of outstanding Debt Securities have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other action or revocation of the same, and for that purpose the outstanding Debt Securities shall be computed as of the record date; provided, however, that no such authorization, agreement or consent by such Securityholders on the record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after the record date. SECTION 7.02 Proof of Execution by Securityholders. Subject to the provisions of Sections 6.01, 6.02 and 8.05, proof of the execution of any instrument by a Securityholder or his agent or proxy shall be sufficient if made in accordance with such reasonable rules and regulations as may be prescribed by the Trustee or in 38

such manner as shall be satisfactory to the Trustee. The ownership of Debt Securities shall be proved by the Debt Security Register or by a certificate of the Debt Security registrar. The Trustee may require such additional proof of any matter referred to in this Section as it shall deem necessary. The record of any Securityholders' meeting shall be proved in the manner provided in Section 8.06. SECTION 7.03 Who Are Deemed Absolute Owners. Prior to due presentment for registration of transfer of any Debt Security, the Company, the Trustee, any Authenticating Agent, any paying agent, any transfer agent and any Debt Security registrar may deem the Person in whose name such Debt Security shall be registered upon the Debt Security Register to be, and may treat him

such manner as shall be satisfactory to the Trustee. The ownership of Debt Securities shall be proved by the Debt Security Register or by a certificate of the Debt Security registrar. The Trustee may require such additional proof of any matter referred to in this Section as it shall deem necessary. The record of any Securityholders' meeting shall be proved in the manner provided in Section 8.06. SECTION 7.03 Who Are Deemed Absolute Owners. Prior to due presentment for registration of transfer of any Debt Security, the Company, the Trustee, any Authenticating Agent, any paying agent, any transfer agent and any Debt Security registrar may deem the Person in whose name such Debt Security shall be registered upon the Debt Security Register to be, and may treat him as, the absolute owner of such Debt Security (whether or not such Debt Security shall be overdue) for the purpose of receiving payment of or on account of the principal of, premium, if any, and interest on such Debt Security and for all other purposes; and neither the Company nor the Trustee nor any Authenticating Agent nor any paying agent nor any transfer agent nor any Debt Security registrar shall be affected by any notice to the contrary. All such payments so made to any holder for the time being or upon his order shall be valid, and, to the extent of the sum or sums so paid, effectual to satisfy and discharge the liability for moneys payable upon any such Debt Security. SECTION 7.04 Debt Securities Owned by Company Deemed Not Outstanding. In determining whether the holders of the requisite aggregate principal amount of Debt Securities have concurred in any direction, consent or waiver under this Indenture, Debt Securities which are owned by the Company or any other obligor on the Debt Securities or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any other obligor on the Debt Securities shall be disregarded and deemed not to be outstanding for the purpose of any such determination; provided, that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver, only Debt Securities which a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. Debt Securities so owned which have been pledged in good faith may be regarded as outstanding for the purposes of this Section 7.04 if the pledgee shall establish to the satisfaction of the Trustee the pledgee's right to vote such Debt Securities and that the pledgee is not the Company or any such other obligor or Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any such other obligor. In the case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee. SECTION 7.05 Revocation of Consents: Future Holders Bound. At any time prior to (but not after) the evidencing to the Trustee, as provided in Section 7.01, of the taking of any action by the holders of the percentage in aggregate principal amount of the Debt Securities specified in this Indenture in connection with such action, any holder (in cases where no record date has been set pursuant to Section 7.01) or any holder as of an applicable record date (in cases where a record date has been set pursuant to Section 7.01) of 39

a Debt Security (or any Debt Security issued in whole or in part in exchange or substitution therefor) the serial number of which is shown by the evidence to be included in the Debt Securities the holders of which have consented to such action may, by filing written notice with the Trustee at the Principal Office of the Trustee and upon proof of holding as provided in Section 7.02, revoke such action so far as concerns such Debt Security (or so far as concerns the principal amount represented by any exchanged or substituted Debt Security). Except as aforesaid any such action taken by the holder of any Debt Security shall be conclusive and binding upon such holder and upon all future holders and owners of such Debt Security, and of any Debt Security issued in exchange or substitution therefor or on registration of transfer thereof, irrespective of whether or not any notation in regard thereto is made upon such Debt Security or any Debt Security issued in exchange or substitution therefor.

a Debt Security (or any Debt Security issued in whole or in part in exchange or substitution therefor) the serial number of which is shown by the evidence to be included in the Debt Securities the holders of which have consented to such action may, by filing written notice with the Trustee at the Principal Office of the Trustee and upon proof of holding as provided in Section 7.02, revoke such action so far as concerns such Debt Security (or so far as concerns the principal amount represented by any exchanged or substituted Debt Security). Except as aforesaid any such action taken by the holder of any Debt Security shall be conclusive and binding upon such holder and upon all future holders and owners of such Debt Security, and of any Debt Security issued in exchange or substitution therefor or on registration of transfer thereof, irrespective of whether or not any notation in regard thereto is made upon such Debt Security or any Debt Security issued in exchange or substitution therefor. ARTICLE VIII SECURITYHOLDERS' MEETINGS SECTION 8.01 Purposes of Meetings. A meeting of Securityholders may be called at any time and from time to time pursuant to the provisions of this Article VIII for any of the following purposes: (a) to give any notice to the Company or to the Trustee, or to give any directions to the Trustee, or to consent to the waiving of any default hereunder and its consequences, or to take any other action authorized to be taken by Securityholders pursuant to any of the provisions of Article V; (b) to remove the Trustee and nominate a successor trustee pursuant to the provisions of Article VI; (c) to consent to the execution of an indenture or indentures supplemental hereto pursuant to the provisions of Section 9.02; or (d) to take any other action authorized to be taken by or on behalf of the holders of any specified aggregate principal amount of such Debt Securities under any other provision of this Indenture or under applicable law. SECTION 8.02 Call of Meetings by Trustee. The Trustee may at any time call a meeting of Securityholders to take any action specified in Section 8.01, to be held at such time and at such place in New York or Wilmington, Delaware, as the Trustee shall determine. Notice of every meeting of the Securityholders, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be mailed to holders of Debt Securities affected at their addresses as they shall appear on the Debt Securities Register. Such notice shall be mailed not less than 20 nor more than 180 days prior to the date fixed for the meeting. 40 SECTION 8.03 Call of Meetings by Company or Securityholders. In case at any time the Company pursuant to a Board Resolution, or the holders of at least 10% in aggregate principal amount of the Debt Securities, as the case may be, then outstanding, shall have requested the Trustee to call a meeting of Securityholders, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have mailed the notice of such meeting within 20 days after receipt of such request, then the Company or such Securityholders may determine the time and the place in Valdosta, Georgia for such meeting and may call such meeting to take any action authorized in Section 8.01, by mailing notice thereof as provided in Section 8.02. SECTION 8.04 Qualifications for Voting. To be entitled to vote at any meeting of Securityholders a Person shall (a) be a holder of one or more Debt Securities with respect to which the meeting is being held or (b) a Person appointed by an instrument in writing as

SECTION 8.03 Call of Meetings by Company or Securityholders. In case at any time the Company pursuant to a Board Resolution, or the holders of at least 10% in aggregate principal amount of the Debt Securities, as the case may be, then outstanding, shall have requested the Trustee to call a meeting of Securityholders, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have mailed the notice of such meeting within 20 days after receipt of such request, then the Company or such Securityholders may determine the time and the place in Valdosta, Georgia for such meeting and may call such meeting to take any action authorized in Section 8.01, by mailing notice thereof as provided in Section 8.02. SECTION 8.04 Qualifications for Voting. To be entitled to vote at any meeting of Securityholders a Person shall (a) be a holder of one or more Debt Securities with respect to which the meeting is being held or (b) a Person appointed by an instrument in writing as proxy by a holder of one or more such Debt Securities. The only Persons who shall be entitled to be present or to speak at any meeting of Securityholders shall be the Persons entitled to vote at such meeting and their counsel and any representatives of the Trustee and its counsel and any representatives of the Company and its counsel. SECTION 8.05 Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Securityholders, in regard to proof of the holding of Debt Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Securityholders as provided in Section 8.03, in which case the Company or the Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meeting. Subject to the provisions of Section 7.04, at any meeting each holder of Debt Securities with respect to which such meeting is being held or proxy therefor shall be entitled to one vote for each $1,000 principal amount of Debt Securities held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Debt Security challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chairman of the meeting shall have no right to vote other than by virtue of Debt Securities held by him or instruments in writing as aforesaid duly designating him as the Person to vote on behalf of other Securityholders. Any meeting of Securityholders duly called pursuant to the provisions of Section 8.02 or 8.03 may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice. 41 SECTION 8.06 Voting. The vote upon any resolution submitted to any meeting of holders of Debt Securities with respect to which such meeting is being held shall be by written ballots on which shall be subscribed the signatures of such holders or of their representatives by proxy and the serial number or numbers of the Debt Securities held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in triplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of Securityholders shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more Persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was mailed as provided in Section 8.02. The record shall show the serial numbers of the Debt Securities voting in favor of or against any resolution. The record shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to the Company

SECTION 8.06 Voting. The vote upon any resolution submitted to any meeting of holders of Debt Securities with respect to which such meeting is being held shall be by written ballots on which shall be subscribed the signatures of such holders or of their representatives by proxy and the serial number or numbers of the Debt Securities held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in triplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of Securityholders shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more Persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was mailed as provided in Section 8.02. The record shall show the serial numbers of the Debt Securities voting in favor of or against any resolution. The record shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to the Company and the other to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated. SECTION 8.07 Quorum: Actions. The Persons entitled to vote a majority in outstanding principal amount of the Debt Securities shall constitute a quorum for a meeting of Securityholders; provided, however, that if any action is to be taken at such meeting with respect to a consent, waiver, request, demand, notice, authorization, direction or other action which may be given by the holders of not less than a specified percentage in outstanding principal amount of the Debt Securities, the Persons holding or representing such specified percentage in outstanding principal amount of the Debt Securities will constitute a quorum. In the absence of a quorum within 30 minutes of the time appointed for any such meeting, the meeting shall, if convened at the request of Securityholders, be dissolved. In any other case the meeting may be adjourned for a period of not less than 10 days as determined by the permanent chairman of the meeting prior to the adjournment of such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for a period of not less than 10 days as determined by the permanent chairman of the meeting prior to the adjournment of such adjourned meeting. Notice of the reconvening of any adjourned meeting shall be given as provided in Section 8.02, except that such notice need be given only once not less than five days prior to the date on which the meeting is scheduled to be reconvened. Notice of the reconvening of an adjourned meeting shall state expressly the percentage, as provided above, of the outstanding principal amount of the Debt Securities which shall constitute a quorum. Except as limited by the proviso in the first paragraph of Section 9.02, any resolution presented to a meeting or adjourned meeting duly reconvened at which a quorum is present as aforesaid may be adopted by the affirmative vote of the holders of not less than a majority in outstanding principal amount of the Debt Securities; provided, however, that, except 42

as limited by the proviso in the first paragraph of Section 9.02, any resolution with respect to any consent, waiver, request, demand, notice, authorization, direction or other action that this Indenture expressly provides may be given by the holders of not less than a specified percentage in outstanding principal amount of the Debt Securities may be adopted at a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid only by the affirmative vote of the holders of not less than such specified percentage in outstanding principal amount of the Debt Securities. Any resolution passed or decision taken at any meeting of holders of Debt Securities duly held in accordance with this Section shall be binding on all the Securityholders, whether or not present or represented at the meeting. ARTICLE IX SUPPLEMENTAL INDENTURES

as limited by the proviso in the first paragraph of Section 9.02, any resolution with respect to any consent, waiver, request, demand, notice, authorization, direction or other action that this Indenture expressly provides may be given by the holders of not less than a specified percentage in outstanding principal amount of the Debt Securities may be adopted at a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid only by the affirmative vote of the holders of not less than such specified percentage in outstanding principal amount of the Debt Securities. Any resolution passed or decision taken at any meeting of holders of Debt Securities duly held in accordance with this Section shall be binding on all the Securityholders, whether or not present or represented at the meeting. ARTICLE IX SUPPLEMENTAL INDENTURES SECTION 9.01 Supplemental Indentures without Consent of Securityholders. The Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto, without the consent of the Securityholders, for one or more of the following purposes: (a) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company, pursuant to Article XI hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the holders of Debt Securities as the Board of Directors shall consider to be for the protection of the holders of such Debt Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided, that any such action shall not adversely affect the interests of the holders of the Debt Securities; (d) to add to, delete from, or revise the terms of Debt Securities, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debt Securities, including to provide for transfer procedures and restrictions substantially similar to 43 those applicable to the Capital Securities as required by Section 2.05 (for purposes of assuring that no registration of Debt Securities is required under the Securities Act of 1933, as amended); provided, that any such action shall not adversely affect the interests of the holders of the Debt Securities then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debt Securities substantially similar to those that were applicable to Capital Securities shall not be deemed to adversely affect the holders of the Debt Securities); (e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debt Securities and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.10; (f) to make any change (other than as elsewhere provided in this paragraph) that does not adversely affect the

those applicable to the Capital Securities as required by Section 2.05 (for purposes of assuring that no registration of Debt Securities is required under the Securities Act of 1933, as amended); provided, that any such action shall not adversely affect the interests of the holders of the Debt Securities then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debt Securities substantially similar to those that were applicable to Capital Securities shall not be deemed to adversely affect the holders of the Debt Securities); (e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debt Securities and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.10; (f) to make any change (other than as elsewhere provided in this paragraph) that does not adversely affect the rights of any Securityholder in any material respect; or (g) to provide for the issuance of and establish the form and terms and conditions of the Debt Securities, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or the Debt Securities, or to add to the rights of the holders of Debt Securities. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Company and the Trustee without the consent of the holders of any of the Debt Securities at the time outstanding, notwithstanding any of the provisions of Section 9.02. SECTION 9.02 Supplemental Indentures with Consent of Securityholders. With the consent (evidenced as provided in Section 7.01) of the holders of not less than a majority in aggregate principal amount of the Debt Securities at the time outstanding affected by such supplemental indenture (voting as a class), the Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act, then in effect, applicable to indentures qualified thereunder) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Debt Securities; provided, however, that no such supplemental indenture shall without such consent of the holders of each Debt Security then outstanding and affected thereby (i) extend the fixed maturity of any Debt Security, or reduce the principal amount thereof or any premium thereon, or reduce the rate or extend the time of payment of interest thereon, or reduce any amount payable on redemption thereof or make the principal thereof or any interest or premium thereon payable in any coin or currency other than that provided in the Debt Securities, or impair 44 or affect the right of any Securityholder to institute suit for payment thereof or impair the right of repayment, if any, at the option of the holder, or (ii) reduce the aforesaid percentage of Debt Securities the holders of which are required to consent to any such supplemental indenture; and provided, further, that if the Debt Securities are held by the Trust or a trustee of such trust, such supplemental indenture shall not be effective until the holders of a majority in liquidation preference of Trust Securities shall have consented to such supplemental indenture; provided, further, that if the consent of the Securityholder of each outstanding Debt Security is required, such supplemental indenture shall not be effective until each holder of the Trust Securities shall have consented to such supplemental indenture. Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in

or affect the right of any Securityholder to institute suit for payment thereof or impair the right of repayment, if any, at the option of the holder, or (ii) reduce the aforesaid percentage of Debt Securities the holders of which are required to consent to any such supplemental indenture; and provided, further, that if the Debt Securities are held by the Trust or a trustee of such trust, such supplemental indenture shall not be effective until the holders of a majority in liquidation preference of Trust Securities shall have consented to such supplemental indenture; provided, further, that if the consent of the Securityholder of each outstanding Debt Security is required, such supplemental indenture shall not be effective until each holder of the Trust Securities shall have consented to such supplemental indenture. Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the Securityholders thereby as their names and addresses appear upon the Debt Security Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. SECTION 9.03 Effect of Supplemental Indentures. Upon the execution of any supplemental indenture pursuant to the provisions of this Article IX, this Indenture shall be and be deemed to be modified and amended in accordance therewith and the respective rights, limitations of rights, obligations, duties and immunities under this Indenture of the Trustee, the Company and the holders of Debt Securities shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes. SECTION 9.04 Notation on Debt Securities. Debt Securities authenticated and delivered after the execution of any supplemental indenture pursuant to the provisions of this Article IX may bear a notation as to any matter provided for in such supplemental indenture. If the Company or the Trustee shall so determine, new Debt Securities so modified as to conform, in the opinion of the Board of Directors of the Company, to any modification of this Indenture contained in any such 45

supplemental indenture may be prepared and executed by the Company, authenticated by the Trustee or the Authenticating Agent and delivered in exchange for the Debt Securities then outstanding. SECTION 9.05 Evidence of Compliance of Supplemental Indenture to be Furnished to Trustee. The Trustee, subject to the provisions of Sections 6.01 and 6.02, shall, in addition to the documents required by Section 14.06, receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant hereto complies with the requirements of this Article IX. The Trustee shall receive an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article IX is authorized or permitted by, and conforms to, the terms of this Article IX and that it is proper for the Trustee under the provisions of this Article IX to join in the execution thereof. ARTICLE X

supplemental indenture may be prepared and executed by the Company, authenticated by the Trustee or the Authenticating Agent and delivered in exchange for the Debt Securities then outstanding. SECTION 9.05 Evidence of Compliance of Supplemental Indenture to be Furnished to Trustee. The Trustee, subject to the provisions of Sections 6.01 and 6.02, shall, in addition to the documents required by Section 14.06, receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant hereto complies with the requirements of this Article IX. The Trustee shall receive an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article IX is authorized or permitted by, and conforms to, the terms of this Article IX and that it is proper for the Trustee under the provisions of this Article IX to join in the execution thereof. ARTICLE X REDEMPTION OF SECURITIES SECTION 10.01 Optional Redemption. At any time the Company shall have the right, subject to the receipt by the Company of prior approval from the Federal Reserve, if then required under applicable capital guidelines or policies of the Federal Reserve, to redeem the Debt Securities, in whole or in part, on any June 8th or December 8th on or after December 8, 2006 (the "Redemption Date"), at the Redemption Price. SECTION 10.02 Special Event Redemption. If a Special Event shall occur and be continuing, the Company shall have the right, subject to the receipt by the Company of prior approval from the Federal Reserve if then required under applicable capital guidelines or policies of the Federal Reserve, to redeem the Debt Securities, in whole but not in part, at any time within 90 days following the occurrence of such Special Event (the "Special Redemption Date"), at the Special Redemption Price. SECTION 10.03 Notice of Redemption: Selection of Debt Securities. In case the Company shall desire to exercise the right to redeem all, or, as the case may be, any part of the Debt Securities, it shall fix a date for redemption and shall mail a notice of such redemption at least 30 and not more than 60 days prior to the date fixed for redemption to the holders of Debt Securities so to be redeemed as a whole or in part at their last addresses as the same appear on the Debt Security Register. Such mailing shall be by first class mail. The notice if mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the holder of any Debt Security designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Debt Security. 46

Each such notice of redemption shall specify the CUSIP number, if any, of the Debt Securities to be redeemed, the date fixed for redemption, the redemption price at which Debt Securities are to be redeemed, the place or places of payment, that payment will be made upon presentation and surrender of such Debt Securities, that interest accrued to the date fixed for redemption will be paid as specified in said notice, and that on and after said date interest thereon or on the portions thereof to be redeemed will cease to accrue. If less than all the Debt Securities are to be redeemed the notice of redemption shall specify the numbers of the Debt Securities to be redeemed. In case the Debt Securities are to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Debt Security, a new Debt Security or Debt Securities in principal amount equal to the unredeemed portion thereof will be issued. Prior to 10:00 a.m. New York City time on the Redemption Date or the Special Redemption Date specified in the notice of redemption given as provided in this Section, the Company will deposit with the Trustee or with one

Each such notice of redemption shall specify the CUSIP number, if any, of the Debt Securities to be redeemed, the date fixed for redemption, the redemption price at which Debt Securities are to be redeemed, the place or places of payment, that payment will be made upon presentation and surrender of such Debt Securities, that interest accrued to the date fixed for redemption will be paid as specified in said notice, and that on and after said date interest thereon or on the portions thereof to be redeemed will cease to accrue. If less than all the Debt Securities are to be redeemed the notice of redemption shall specify the numbers of the Debt Securities to be redeemed. In case the Debt Securities are to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Debt Security, a new Debt Security or Debt Securities in principal amount equal to the unredeemed portion thereof will be issued. Prior to 10:00 a.m. New York City time on the Redemption Date or the Special Redemption Date specified in the notice of redemption given as provided in this Section, the Company will deposit with the Trustee or with one or more paying agents an amount of money sufficient to redeem on the redemption date all the Debt Securities so called for redemption at the appropriate redemption price, together with accrued interest to the date fixed for redemption. The Company will give the Trustee notice not less than 45 nor more than 60 days prior to the redemption date as to the redemption price at which the Debt Securities are to be redeemed and the aggregate principal amount of Debt Securities to be redeemed and the Trustee shall select, in such manner as in its sole discretion it shall deem appropriate and fair, the Debt Securities or portions thereof (in integral multiples of $1,000) to be redeemed. SECTION 10.04 Payment of Debt Securities Called for Redemption. If notice of redemption has been given as provided in Section 10.03, the Debt Securities or portions of Debt Securities with respect to which such notice has been given shall become due and payable on the Redemption Date or the Special Redemption Date (as the case may be) and at the place or places stated in such notice at the applicable redemption price, together with interest accrued to the date fixed for redemption, and on and after said Redemption Date or the Special Redemption Date (unless the Company shall default in the payment of such Debt Securities at the redemption price, together with interest accrued to said date) interest on the Debt Securities or portions of Debt Securities so called for redemption shall cease to accrue. On presentation and surrender of such Debt Securities at a place of payment specified in said notice, such Debt Securities or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption price, together with interest accrued thereon to the Redemption Date or the Special Redemption Date (as the case may be). Upon presentation of any Debt Security redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Debt Security or Debt Securities of authorized denominations in principal amount equal to the unredeemed portion of the Debt Security so presented. 47

ARTICLE XI CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE SECTION 11.01 Company May Consolidate, etc., on Certain Terms. Nothing contained in this Indenture or in the Debt Securities shall prevent any consolidation or merger of the Company with or into any other corporation or corporations (whether or not affiliated with the Company) or successive consolidations or mergers in which the Company or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition of the property or capital stock of the Company or its successor or successors as an entirety, or substantially as an entirety, to any other corporation (whether or not affiliated with the Company, or its successor or successors) authorized to acquire and operate the same; provided, however, that the Company hereby covenants and agrees that, upon any such consolidation, merger (where the Company is not the surviving corporation), sale, conveyance, transfer or other disposition, the due and punctual payment of the principal of (and premium, if any) and interest on all of the Debt Securities in

ARTICLE XI CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE SECTION 11.01 Company May Consolidate, etc., on Certain Terms. Nothing contained in this Indenture or in the Debt Securities shall prevent any consolidation or merger of the Company with or into any other corporation or corporations (whether or not affiliated with the Company) or successive consolidations or mergers in which the Company or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition of the property or capital stock of the Company or its successor or successors as an entirety, or substantially as an entirety, to any other corporation (whether or not affiliated with the Company, or its successor or successors) authorized to acquire and operate the same; provided, however, that the Company hereby covenants and agrees that, upon any such consolidation, merger (where the Company is not the surviving corporation), sale, conveyance, transfer or other disposition, the due and punctual payment of the principal of (and premium, if any) and interest on all of the Debt Securities in accordance with their terms, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company, shall be expressly assumed by supplemental indenture satisfactory in form to the Trustee executed and delivered to the Trustee by the entity formed by such consolidation, or into which the Company shall have been merged, or by the entity which shall have acquired such property or capital stock. SECTION 11.02 Successor Entity to be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or other disposition and upon the assumption by the successor entity, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and premium, if any, and interest on all of the Debt Securities and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed or observed by the Company, such successor entity shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the Company, and thereupon the predecessor entity shall be relieved of any further liability or obligation hereunder or upon the Debt Securities. Such successor entity thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Debt Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee or the Authenticating Agent; and, upon the order of such successor entity instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee or the Authenticating Agent shall authenticate and deliver any Debt Securities which previously shall have been signed and delivered by the officers of the Company, to the Trustee or the Authenticating Agent for authentication, and any Debt Securities which such successor entity thereafter shall cause to be signed and delivered to the Trustee or the Authenticating Agent for that purpose. All the Debt Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Debt Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Debt Securities had been issued at the date of the execution hereof. 48 SECTION 11.03 Opinion of Counsel to be Given to Trustee. The Trustee, subject to the provisions of Sections 6.01 and 6.02, shall receive, in addition to the Opinion of Counsel required by Section 9.05, an Opinion of Counsel as conclusive evidence that any consolidation, merger, sale, conveyance, transfer or other disposition, and any assumption, permitted or required by the terms of this Article XI complies with the provisions of this Article XI. ARTICLE XII SATISFACTION AND DISCHARGE OF INDENTURE SECTION 12.01 Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Debt Securities theretofore authenticated

SECTION 11.03 Opinion of Counsel to be Given to Trustee. The Trustee, subject to the provisions of Sections 6.01 and 6.02, shall receive, in addition to the Opinion of Counsel required by Section 9.05, an Opinion of Counsel as conclusive evidence that any consolidation, merger, sale, conveyance, transfer or other disposition, and any assumption, permitted or required by the terms of this Article XI complies with the provisions of this Article XI. ARTICLE XII SATISFACTION AND DISCHARGE OF INDENTURE SECTION 12.01 Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Debt Securities theretofore authenticated (other than any Debt Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.06) and not theretofore canceled, or (b) all the Debt Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds, which shall be immediately due and payable, sufficient to pay at maturity or upon redemption all of the Debt Securities (other than any Debt Securities which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.06) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity or redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and premium, if any, or interest on the Debt Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 12.04, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in the case of either clause (a) or clause (b) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect except for the provisions of Sections 2.05, 2.06, 3.01, 3.02, 3.04, 6.06, 6.09 and 12.04 hereof, which shall survive until such Debt Securities shall mature or are redeemed, as the case may be, and are paid. Thereafter, Sections 6.06, 6.09 and 12.04 shall survive, and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with, and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture, the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the Debt Securities. SECTION 12.02 Deposited Moneys to be Held in Trust by Trustee. Subject to the provisions of Section 12.04, all moneys deposited with the Trustee pursuant to Section 12.01 shall be held in trust and applied by it to the payment, either directly or 49

through any paying agent (including the Company if acting as its own paying agent), to the holders of the particular Debt Securities for the payment of which such moneys have been deposited with the Trustee, of all sums due and to become due thereon for principal, and premium, if any, and interest. SECTION 12.03 Paving Agent to Repay Moneys Held. Upon the satisfaction and discharge of this Indenture, all moneys then held by any paying agent of the Debt Securities (other than the Trustee) shall, upon demand of the Company, be repaid to it or paid to the Trustee, and thereupon such paying agent shall be released from all further liability with respect to such moneys. SECTION 12.04 Return of Unclaimed Moneys. Any moneys deposited with or paid to the Trustee or any paying agent for payment of the principal of, and

through any paying agent (including the Company if acting as its own paying agent), to the holders of the particular Debt Securities for the payment of which such moneys have been deposited with the Trustee, of all sums due and to become due thereon for principal, and premium, if any, and interest. SECTION 12.03 Paving Agent to Repay Moneys Held. Upon the satisfaction and discharge of this Indenture, all moneys then held by any paying agent of the Debt Securities (other than the Trustee) shall, upon demand of the Company, be repaid to it or paid to the Trustee, and thereupon such paying agent shall be released from all further liability with respect to such moneys. SECTION 12.04 Return of Unclaimed Moneys. Any moneys deposited with or paid to the Trustee or any paying agent for payment of the principal of, and premium, if any, or interest on Debt Securities and not applied but remaining unclaimed by the holders of Debt Securities for two years after the date upon which the principal of, and premium, if any, or interest on such Debt Securities, as the case may be, shall have become due and payable, shall be repaid to the Company by the Trustee or such paying agent on written demand; and the holder of any of the Debt Securities shall thereafter look only to the Company for any payment which such holder may be entitled to collect and all liability of the Trustee or such paying agent with respect to such moneys shall thereupon cease. ARTICLE XIII IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS SECTION 13.01 Indenture and Debt Securities Solely Corporate Obligations. No recourse for the payment of the principal of or premium, if any, or interest on any Debt Security, or for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation, covenant or agreement of the Company in this Indenture or in any supplemental indenture, or in any such Debt Security, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, officer, director, employee or agent, as such, past, present or future, of the Company or of any successor corporation of the Company, either directly or through the Company or any successor corporation of the Company, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that all such liability is hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issue of the Debt Securities. 50

ARTICLE XIV MISCELLANEOUS PROVISIONS SECTION 14.01 Successors. All the covenants, stipulations, promises and agreements of the Company contained in this Indenture shall bind its successors and assigns whether so expressed or not. SECTION 14.02 Official Acts by Successor Entity. Any act or proceeding by any provision of this Indenture authorized or required to be done or performed by any board, committee or officer of the Company shall and may be done and performed with like force and effect by the like board, committee, officer or other authorized Person of any entity that shall at the time be the lawful successor of the Company. SECTION 14.03 Surrender of Company Powers.

ARTICLE XIV MISCELLANEOUS PROVISIONS SECTION 14.01 Successors. All the covenants, stipulations, promises and agreements of the Company contained in this Indenture shall bind its successors and assigns whether so expressed or not. SECTION 14.02 Official Acts by Successor Entity. Any act or proceeding by any provision of this Indenture authorized or required to be done or performed by any board, committee or officer of the Company shall and may be done and performed with like force and effect by the like board, committee, officer or other authorized Person of any entity that shall at the time be the lawful successor of the Company. SECTION 14.03 Surrender of Company Powers. The Company by instrument in writing executed by authority of 2/3 (two-thirds) of its Board of Directors and delivered to the Trustee may surrender any of the powers reserved to the Company and thereupon such power so surrendered shall terminate both as to the Company, and as to any permitted successor. SECTION 14.04 Addresses for Notices, etc. Any notice or demand which by any provision of this Indenture is required or permitted to be given or served by the Trustee or by the Securityholders on the Company may be given or served in writing by being deposited postage prepaid by registered or certified mail in a post office letter box addressed (until another address is filed by the Company, with the Trustee for the purpose) to the Company at 3250 N. Valdosta Road, Valdosta, GA 31602, Attention: R. Bradford Burnette. Any notice, direction, request or demand by any Securityholder or the Company to or upon the Trustee shall be deemed to have been sufficiently given or made, for all purposes, if given or made in writing at the office of Wilmington Trust Company at Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890, Attention: Corporate Trust Administration. SECTION 14.05 Governing Law. This Indenture and each Debt Security shall be deemed to be a contract made under the law of the State of New York, and for all purposes shall be governed by and construed in accordance with the law of said State, without regard to conflict of laws principles thereof. SECTION 14.06 Evidence of Compliance with Conditions Precedent. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officers' Certificate stating that in the opinion of the signers all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an 51

Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with. Each certificate or opinion provided for in this Indenture and delivered to the Trustee with respect to compliance with a condition or covenant provided for in this Indenture (except certificates delivered pursuant to Section 3.05) shall include (a) a statement that the person making such certificate or opinion has read such covenant or condition; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c) a statement that, in the opinion of such person, he has made such examination or investigation as is necessary to enable him to express an

Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with. Each certificate or opinion provided for in this Indenture and delivered to the Trustee with respect to compliance with a condition or covenant provided for in this Indenture (except certificates delivered pursuant to Section 3.05) shall include (a) a statement that the person making such certificate or opinion has read such covenant or condition; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c) a statement that, in the opinion of such person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (d) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with. SECTION 14.07 Non-Business Days. In any case where the date of payment of interest on or principal of the Debt Securities is not a Business Day, the payment of such interest on or principal of the Debt Securities need not be made on such date but may be made on the next succeeding Business Day, with the same force and effect as if made on the date of payment and no interest shall accrue for the period from and after such date, except if such Business Day is in the next succeeding calendar year, such payment will be made on the immediately preceding Business Day. SECTION 14.08 Table of Contents. Headings, etc. The table of contents and the titles and headings of the articles and sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof. SECTION 14.09 Execution in Counterparts. This Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. SECTION 14.10 Separability. In case any one or more of the provisions contained in this Indenture or in the Debt Securities shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Indenture or of such Debt Securities, but this Indenture and such Debt Securities shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein. SECTION 14.11 Assignment. The Company will have the right at all times to assign any of its rights or obligations under this Indenture to a direct or indirect wholly owned Subsidiary of the Company, 52 provided, that, in the event of any such assignment, the Company will remain liable for all such obligations. Subject to the foregoing, this Indenture is binding upon and inures to the benefit of the parties hereto and their respective successors and assigns. This Indenture may not otherwise be assigned by the parties thereto. SECTION 14.12 Acknowledgment of Rights. The Company acknowledges that, with respect to any Debt Securities held by the Trust or the Institutional Trustee of the Trust, if the Institutional Trustee of the Trust fails to enforce its rights under this Indenture as the holder of Debt Securities held as the assets of the Trust after the holders of a majority in Liquidation Amount of the Capital Securities of the Trust have so directed in writing such Institutional Trustee, a holder of record of such Capital Securities may to the fullest extent permitted by law institute legal proceedings directly against the Company to enforce such Institutional Trustee's rights under this Indenture without first instituting any legal

provided, that, in the event of any such assignment, the Company will remain liable for all such obligations. Subject to the foregoing, this Indenture is binding upon and inures to the benefit of the parties hereto and their respective successors and assigns. This Indenture may not otherwise be assigned by the parties thereto. SECTION 14.12 Acknowledgment of Rights. The Company acknowledges that, with respect to any Debt Securities held by the Trust or the Institutional Trustee of the Trust, if the Institutional Trustee of the Trust fails to enforce its rights under this Indenture as the holder of Debt Securities held as the assets of the Trust after the holders of a majority in Liquidation Amount of the Capital Securities of the Trust have so directed in writing such Institutional Trustee, a holder of record of such Capital Securities may to the fullest extent permitted by law institute legal proceedings directly against the Company to enforce such Institutional Trustee's rights under this Indenture without first instituting any legal proceedings against such Institutional Trustee or any other Person. Notwithstanding the foregoing, if an Event of Default has occurred and is continuing and such event is attributable to the failure of the Company to pay interest (or premium, if any) or principal on the Debt Securities on the date such interest (or premium, if any) or principal is otherwise due and payable (or in the case of redemption, on the redemption date), the Company acknowledges that a holder of record of Capital Securities of the Trust may directly institute a proceeding against the Company for enforcement of payment to such holder directly of the principal of (or premium, if any) or interest on the Debt Securities having an aggregate principal amount equal to the aggregate Liquidation Amount of the Capital Securities of such holder on or after the respective due date specified in the Debt Securities. ARTICLE XV SUBORDINATION OF DEBT SECURITIES SECTION 15.01 Agreement to Subordinate. The Company covenants and agrees, and each holder of Debt Securities issued hereunder and under any supplemental indenture (the "Additional Provisions") by such Securityholder's acceptance thereof likewise covenants and agrees, that all Debt Securities shall be issued subject to the provisions of this Article XV; and each holder of a Debt Security, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions. The payment by the Company of the principal of, and premium, if any, and interest on all Debt Securities issued hereunder and under any Additional Provisions shall, to the extent and in the manner hereinafter set forth, be subordinated and junior in right of payment to the prior payment in full of all Senior Indebtedness of the Company, whether outstanding at the date of this Indenture or thereafter incurred. No provision of this Article XV shall prevent the occurrence of any default or Event of Default hereunder. 53 SECTION 15.02 Default on Senior Indebtedness. In the event and during the continuation of any default by the Company in the payment of principal, premium, interest or any other payment due on any Senior Indebtedness of the Company following any applicable grace period, or in the event that the maturity of any Senior Indebtedness of the Company has been accelerated because of a default, and such acceleration has not been rescinded or canceled and such Senior Indebtedness has not been paid in full then, in either case, no payment shall be made by the Company with respect to the principal of, or premium, if any, or interest on the Debt Securities. In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee when such payment is prohibited by the preceding paragraph of this Section 15.02, such payment shall, subject to Section 15.06, be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, but only to the extent that the holders of the Senior Indebtedness (or their representative or representatives or a trustee) notify the Trustee in writing within 90 days of such payment of the amounts then due and owing on the Senior Indebtedness and only the amounts specified in such notice to the Trustee shall be paid to the holders of Senior Indebtedness.

SECTION 15.02 Default on Senior Indebtedness. In the event and during the continuation of any default by the Company in the payment of principal, premium, interest or any other payment due on any Senior Indebtedness of the Company following any applicable grace period, or in the event that the maturity of any Senior Indebtedness of the Company has been accelerated because of a default, and such acceleration has not been rescinded or canceled and such Senior Indebtedness has not been paid in full then, in either case, no payment shall be made by the Company with respect to the principal of, or premium, if any, or interest on the Debt Securities. In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee when such payment is prohibited by the preceding paragraph of this Section 15.02, such payment shall, subject to Section 15.06, be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, but only to the extent that the holders of the Senior Indebtedness (or their representative or representatives or a trustee) notify the Trustee in writing within 90 days of such payment of the amounts then due and owing on the Senior Indebtedness and only the amounts specified in such notice to the Trustee shall be paid to the holders of Senior Indebtedness. SECTION 15.03 Liquidation; Dissolution; Bankruptcy. Upon any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due upon all Senior Indebtedness of the Company shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company, on account of the principal (and premium, if any) or interest on the Debt Securities; and upon any such dissolution or winding-up or liquidation or reorganization, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Securityholders or the Trustee would be entitled to receive from the Company, except for the provisions of this Article XV, shall be paid by the Company, or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Securityholders or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such Senior Indebtedness in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the Securityholders. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, 54

prohibited by the foregoing, shall be received by the Trustee before all Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness of the Company, remaining unpaid to the extent necessary to pay such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. For purposes of this Article XV, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XV with respect to the Debt Securities to the payment of all Senior Indebtedness

prohibited by the foregoing, shall be received by the Trustee before all Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness of the Company, remaining unpaid to the extent necessary to pay such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. For purposes of this Article XV, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XV with respect to the Debt Securities to the payment of all Senior Indebtedness of the Company, that may at the time be outstanding, provided, that (a) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment, and (b) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article IX of this Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 15.03 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article IX of this Indenture. Nothing in Section 15.02 or in this Section 15.03 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.06 of this Indenture. SECTION 15.04 Subrogation. Subject to the payment in full of all Senior Indebtedness of the Company, the Securityholders shall be subrogated to the rights of the holders of such Senior Indebtedness to receive payments or distributions of cash, property or securities of the Company, applicable to such Senior Indebtedness until the principal of (and premium, if any) and interest on the Debt Securities shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of such Senior Indebtedness of any cash, property or securities to which the Securityholders or the Trustee would be entitled except for the provisions of this Article XV, and no payment over pursuant to the provisions of this Article XV to or for the benefit of the holders of such Senior Indebtedness by Securityholders or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness of the Company, and the holders of the Debt Securities be deemed to be a payment or distribution by the Company to or on account of such Senior Indebtedness. It is understood that the provisions of this Article XV are and are intended solely for the purposes of defining the relative rights of the holders of the Debt Securities, on the one hand, and the holders of such Senior Indebtedness, on the other hand. 55

Nothing contained in this Article XV or elsewhere in this Indenture, any Additional Provisions or in the Debt Securities is intended to or shall impair, as between the Company, its creditors other than the holders of Senior Indebtedness of the Company, and the holders of the Debt Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders of the Debt Securities the principal of (and premium, if any) and interest on the Debt Securities as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders of the Debt Securities and creditors of the Company, other than the holders of Senior Indebtedness of the Company, nor shall anything herein or therein prevent the Trustee or the holder of any Debt Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XV of the holders of such Senior Indebtedness in respect of cash, property or securities of the Company, received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article XV, the Trustee, subject to the provisions of Article VI of this Indenture, and the Securityholders shall be entitled to conclusively rely upon

Nothing contained in this Article XV or elsewhere in this Indenture, any Additional Provisions or in the Debt Securities is intended to or shall impair, as between the Company, its creditors other than the holders of Senior Indebtedness of the Company, and the holders of the Debt Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders of the Debt Securities the principal of (and premium, if any) and interest on the Debt Securities as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders of the Debt Securities and creditors of the Company, other than the holders of Senior Indebtedness of the Company, nor shall anything herein or therein prevent the Trustee or the holder of any Debt Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XV of the holders of such Senior Indebtedness in respect of cash, property or securities of the Company, received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article XV, the Trustee, subject to the provisions of Article VI of this Indenture, and the Securityholders shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Securityholders, for the purposes of ascertaining the Persons entitled to participate in such distribution, the holders of Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XV. SECTION 15.05 Trustee to Effectuate Subordination. Each Securityholder by such Secuntyholder's acceptance thereof authorizes and directs the Trustee on such Securityholder's behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article XV and appoints the Trustee such Securityholder's attorney-in-fact for any and all such purposes. SECTION 15.06 Notice by the Company. The Company shall give prompt written notice to a Responsible Officer of the Trustee at the Principal Office of the Trustee of any fact known to the Company that would prohibit the making of any payment of monies to or by the Trustee in respect of the Debt Securities pursuant to the provisions of this Article XV. Notwithstanding the provisions of this Article XV or any other provision of this Indenture or any Additional Provisions, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment of monies to or by the Trustee in respect of the Debt Securities pursuant to the provisions of this Article XV, unless and until a Responsible Officer of the Trustee at the Principal Office of the Trustee shall have received written notice thereof from the Company or a holder or holders of Senior Indebtedness or from any trustee therefor; and before the receipt of any such written notice, the Trustee, subject to the provisions of Article VI of this Indenture, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 15.06 at least two Business 56

Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of (or premium, if any) or interest on any Debt Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purposes for which they were received, and shall not be affected by any notice to the contrary that may be received by it within two Business Days prior to such date. The Trustee, subject to the provisions of Article VI of this Indenture, shall be entitled to conclusively rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Indebtedness of the Company (or a trustee or representative on behalf of such holder), to establish that such notice has been given by a holder of such Senior Indebtedness or a trustee or representative on behalf of any such holder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of such Senior Indebtedness to participate in any payment or distribution pursuant to this

Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of (or premium, if any) or interest on any Debt Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purposes for which they were received, and shall not be affected by any notice to the contrary that may be received by it within two Business Days prior to such date. The Trustee, subject to the provisions of Article VI of this Indenture, shall be entitled to conclusively rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Indebtedness of the Company (or a trustee or representative on behalf of such holder), to establish that such notice has been given by a holder of such Senior Indebtedness or a trustee or representative on behalf of any such holder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of such Senior Indebtedness to participate in any payment or distribution pursuant to this Article XV, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article XV, and, if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. SECTION 15.07 Rights of the Trustee: Holders of Senior Indebtedness. The Trustee in its individual capacity shall be entitled to all the rights set forth in this Article XV in respect of any Senior Indebtedness at any time held by it, to the same extent as any other holder of Senior Indebtedness, and nothing in this Indenture or any Additional Provisions shall deprive the Trustee of any of its rights as such holder. With respect to the holders of Senior Indebtedness of the Company, the Trustee undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth in this Article XV, and no implied covenants or obligations with respect to the holders of such Senior Indebtedness shall be read into this Indenture or any Additional Provisions against the Trustee. The Trustee shall not owe or be deemed to owe any fiduciary duty to the holders of such Senior Indebtedness and, subject to the provisions of Article VI of this Indenture, the Trustee shall not be liable to any holder of such Senior Indebtedness if it shall pay over or deliver to Securityholders, the Company or any other Person money or assets to which any holder of such Senior Indebtedness shall be entitled by virtue of this Article XV or otherwise. Nothing in this Article XV shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.06. SECTION 15.08 Subordination May Not Be Impaired. No right of any present or future holder of any Senior Indebtedness of the Company to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Company, or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Company, with the terms, 57

provisions and covenants of this Indenture, regardless of any knowledge thereof that any such holder may have or otherwise be charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness of the Company may, at any time and from time to time, without the consent of or notice to the Trustee or the Securityholders, without incurring responsibility to the Securityholders and without impairing or releasing the subordination provided in this Article XV or the obligations hereunder of the holders of the Debt Securities to the holders of such Senior Indebtedness, do any one or more of the following: (a) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, such Senior Indebtedness, or otherwise amend or supplement in any manner such Senior Indebtedness or any instrument evidencing the same or any agreement under which such Senior Indebtedness is outstanding; (b) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Senior Indebtedness; (c) release any Person liable in

provisions and covenants of this Indenture, regardless of any knowledge thereof that any such holder may have or otherwise be charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness of the Company may, at any time and from time to time, without the consent of or notice to the Trustee or the Securityholders, without incurring responsibility to the Securityholders and without impairing or releasing the subordination provided in this Article XV or the obligations hereunder of the holders of the Debt Securities to the holders of such Senior Indebtedness, do any one or more of the following: (a) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, such Senior Indebtedness, or otherwise amend or supplement in any manner such Senior Indebtedness or any instrument evidencing the same or any agreement under which such Senior Indebtedness is outstanding; (b) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Senior Indebtedness; (c) release any Person liable in any manner for the collection of such Senior Indebtedness; and (d) exercise or refrain from exercising any rights against the Company, and any other Person. Wilmington Trust Company, in its capacity as Trustee, hereby accepts the trusts in this Indenture declared and provided, upon the terms and conditions herein above set forth. 58

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed by their respective officers thereunto duly authorized, as of the day and year first above written. PAB BANKSHARES INC.
By: /s/ R. Brad Burnette -------------------------------------R. Brad Burnette Chairman

WILMINGTON TRUST COMPANY, as Trustee By: Name:

Title: Indenture

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed by their respective officers thereunto duly authorized, as of the day and year first above written. By: R. Brad Burnette Chairman WILMINGTON TRUST COMPANY, as Trustee
By: /s/ Patricia A. Evans -------------------------------------Name: PATRICIA A. EVANS Title: Senior Financial Services Officer

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed by their respective officers thereunto duly authorized, as of the day and year first above written. PAB BANKSHARES INC.
By: /s/ R. Brad Burnette -------------------------------------R. Brad Burnette Chairman

WILMINGTON TRUST COMPANY, as Trustee By: Name:

Title: Indenture

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed by their respective officers thereunto duly authorized, as of the day and year first above written. By: R. Brad Burnette Chairman WILMINGTON TRUST COMPANY, as Trustee
By: /s/ Patricia A. Evans -------------------------------------Name: PATRICIA A. EVANS Title: Senior Financial Services Officer

Indenture

EXHIBIT A FORM OF FLOATING RATE JUNIOR SUBORDINATED DEBT SECURITY DUE 2031 [FORM OF FACE OF SECURITY] THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed by their respective officers thereunto duly authorized, as of the day and year first above written. By: R. Brad Burnette Chairman WILMINGTON TRUST COMPANY, as Trustee
By: /s/ Patricia A. Evans -------------------------------------Name: PATRICIA A. EVANS Title: Senior Financial Services Officer

Indenture

EXHIBIT A FORM OF FLOATING RATE JUNIOR SUBORDINATED DEBT SECURITY DUE 2031 [FORM OF FACE OF SECURITY] THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY ONLY (A) TO THE COMPANY, (B) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON THE HOLDER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION TO AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF AN "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (C) OR (D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT IN ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY. THE HOLDER OF THIS SECURITY AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF ALSO AGREES, REPRESENTS AND WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), (EACH A "PLAN"), OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY

EXHIBIT A FORM OF FLOATING RATE JUNIOR SUBORDINATED DEBT SECURITY DUE 2031 [FORM OF FACE OF SECURITY] THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY ONLY (A) TO THE COMPANY, (B) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON THE HOLDER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION TO AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF AN "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (C) OR (D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT IN ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY. THE HOLDER OF THIS SECURITY AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF ALSO AGREES, REPRESENTS AND WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), (EACH A "PLAN"), OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON OF ANY PLAN'S INVESTMENT IN THE ENTITY AND NO PERSON INVESTING "PLAN ASSETS" A-1-1

OF ANY PLAN MAY ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST THEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF THIS SECURITY IS NOT PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE OR HOLDING. ANY PURCHASER OR HOLDER OF THIS SECURITY OR ANY INTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING THEREOF THAT EITHER (i) IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF ERISA, OR A PLAN TO WHICH SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN OR PLAN

OF ANY PLAN MAY ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST THEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF THIS SECURITY IS NOT PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE OR HOLDING. ANY PURCHASER OR HOLDER OF THIS SECURITY OR ANY INTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING THEREOF THAT EITHER (i) IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF ERISA, OR A PLAN TO WHICH SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE, OR (ii) SUCH PURCHASE WILL NOT RESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH THERE IS NO APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BE REQUIRED BY THE INDENTURE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. THIS SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 AND MULTIPLES OF $1,000 IN EXCESS THEREOF. ANY ATTEMPTED TRANSFER OF THIS SECURITY IN A BLOCK HAVING A PRINCIPAL AMOUNT OF LESS THAN $100,000 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF THIS SECURITY FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS SECURITY, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS SECURITY. THIS OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE UNITED STATES OR ANY AGENCY OR FUND OF THE UNITED STATES, INCLUDING THE FEDERAL DEPOSIT INSURANCE CORPORATION (THE "FDIC"). THIS OBLIGATION IS SUBORDINATED TO THE CLAIMS OF DEPOSITORS AND THE CLAIMS OF GENERAL AND SECURED CREDITORS OF THE COMPANY, IS INELIGIBLE AS COLLATERAL FOR A LOAN BY THE COMPANY OR ANY OF ITS SUBSIDIARIES AND IS NOT SECURED. A-1-2

Floating Rate Junior Subordinated Debt Security due 2031 of PAB BANKSHARES INC. PAB Bankshares Inc., a Georgia corporation (the "Company"), for value received promises to pay to _______________ (the "Holder") or registered assigns, the principal sum of __________________ ($_______________) on December 8, 2031, and to pay interest on said principal sum from November 28, 2001, or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, semi-annually (subject to deferral as set forth herein) in arrears on June 8th and December 8th of each year commencing June 8, 2002, at a variable per annum rate equal to LIBOR (as defined in the Indenture) plus 3.75% (the "Interest Rate") (provided, that the applicable Interest Rate may not exceed 11.0% through the Interest Payment Date in December, 2006) until the principal hereof shall have become due and payable, and on any overdue principal and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at an annual rate equal to the Interest Rate in effect for each such Extension Period compounded semi-annually. The amount

Floating Rate Junior Subordinated Debt Security due 2031 of PAB BANKSHARES INC. PAB Bankshares Inc., a Georgia corporation (the "Company"), for value received promises to pay to _______________ (the "Holder") or registered assigns, the principal sum of __________________ ($_______________) on December 8, 2031, and to pay interest on said principal sum from November 28, 2001, or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, semi-annually (subject to deferral as set forth herein) in arrears on June 8th and December 8th of each year commencing June 8, 2002, at a variable per annum rate equal to LIBOR (as defined in the Indenture) plus 3.75% (the "Interest Rate") (provided, that the applicable Interest Rate may not exceed 11.0% through the Interest Payment Date in December, 2006) until the principal hereof shall have become due and payable, and on any overdue principal and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at an annual rate equal to the Interest Rate in effect for each such Extension Period compounded semi-annually. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year and the actual number of days elapsed in the relevant interest period. In the event that any date on which the principal or interest is payable on this Debt Security is not a Business Day, then payment payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Debt Security (or one or more Predecessor Securities, as defined in said Indenture) is registered at the close of business on the regular record date for such interest installment, except that interest and any Deferred Interest payable on the Maturity Date shall be paid to the Person to whom principal is paid. Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered holders on such regular record date and may be paid to the Person in whose name this Debt Security (or one or more Predecessor Debt Securities) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered holders of the Debt Securities not less than 10 days prior to such special record date, all as more fully provided in the Indenture. The principal of and interest on this Debt Security shall be payable at the office or agency of the Trustee (or other paying agent appointed by the Company) maintained for that purpose in any coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered holder at such address as shall appear in the Debt Security Register or by wire transfer to an account appropriately designated by the holder hereof. Notwithstanding the foregoing, so long as the holder of this Debt Security is the Institutional Trustee, the payment of the principal of and A-1-3

interest on this Debt Security will be made in immediately available funds at such place and to such account as may be designated by the Trustee. So long as no Event of Default has occurred and is continuing, the Company shall have the right, from time to time, to defer payments of interest on the Debt Securities by extending the interest payment period on the Debt Securities at any time and from time to time during the term of the Debt Securities, for up to 10 consecutive semiannual periods (each such extended interest payment period, an "Extension Period"), during which Extension Period no interest shall be due and payable (except any Additional Interest that may be due and payable). During any Extension Period, interest will continue to accrue on the Debt Securities, and interest on such accrued interest (such accrued interest and interest thereon referred to herein as "Deferred Interest") will accrue at the Interest Rate, compounded semi-annually from the date such Deferred Interest would have been payable were it not for the Extension Period, both to the extent permitted by law. No Extension Period may end on a date other than an Interest Payment Date. At the end of any such Extension Period the Company shall pay all Deferred Interest then

interest on this Debt Security will be made in immediately available funds at such place and to such account as may be designated by the Trustee. So long as no Event of Default has occurred and is continuing, the Company shall have the right, from time to time, to defer payments of interest on the Debt Securities by extending the interest payment period on the Debt Securities at any time and from time to time during the term of the Debt Securities, for up to 10 consecutive semiannual periods (each such extended interest payment period, an "Extension Period"), during which Extension Period no interest shall be due and payable (except any Additional Interest that may be due and payable). During any Extension Period, interest will continue to accrue on the Debt Securities, and interest on such accrued interest (such accrued interest and interest thereon referred to herein as "Deferred Interest") will accrue at the Interest Rate, compounded semi-annually from the date such Deferred Interest would have been payable were it not for the Extension Period, both to the extent permitted by law. No Extension Period may end on a date other than an Interest Payment Date. At the end of any such Extension Period the Company shall pay all Deferred Interest then accrued and unpaid on the Debt Securities; provided, however, that no Extension Period may extend beyond the Maturity Date and provided, further, however, during any such Extension Period, the Company may not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's capital stock or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu in all respects with or junior in interest to the Debt Securities (other than (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company (I) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, (II) in connection with a dividend reinvestment or stockholder stock purchase plan or (III) in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital stock), as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (b) as a result of any exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any stockholder's rights plan, or the issuance of rights, stock or other property under any stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to the termination of any Extension Period, the Company may further extend such period, provided, that such period together with all such previous and further consecutive extensions thereof shall not exceed 10 consecutive semi-annual periods, or extend beyond the Maturity Date. Upon the termination of any Extension Period and upon the payment of all Deferred Interest, the Company may commence a new Extension Period, subject to the foregoing requirements. No interest or Deferred Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such A-1-4

Extension Period shall bear Deferred Interest. The Company must give the Trustee notice of its election to begin such Extension Period at least one Business Day prior to the earlier of (i) the date interest on the Debt Securities would have been payable except for the election to begin such Extension Period or (ii) the date such interest is payable, but in any event not later than the related regular record date. The indebtedness evidenced by this Debt Security is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Debt Security is issued subject to the provisions of the Indenture with respect thereto. Each holder of this Debt Security, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on such holder's behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee such holder's attorney-in-fact for any and all such purposes. Each holder hereof, by such holder's acceptance hereof, hereby waives all notice of the acceptance of

Extension Period shall bear Deferred Interest. The Company must give the Trustee notice of its election to begin such Extension Period at least one Business Day prior to the earlier of (i) the date interest on the Debt Securities would have been payable except for the election to begin such Extension Period or (ii) the date such interest is payable, but in any event not later than the related regular record date. The indebtedness evidenced by this Debt Security is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Debt Security is issued subject to the provisions of the Indenture with respect thereto. Each holder of this Debt Security, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on such holder's behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee such holder's attorney-in-fact for any and all such purposes. Each holder hereof, by such holder's acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. The Company waives demand, presentment for payment, notice of nonpayment, notice of protest, and all other notices. This Debt Security shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by or on behalf of the Trustee. The provisions of this Debt Security are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place. A-1-5

IN WITNESS WHEREOF, the Company has duly executed this certificate. PAB BANKSHARES INC. By:________________________________ Name: Title: Dated: ___________ CERTIFICATE OF AUTHENTICATION This is one of the Debt Securities referred to in the within-mentioned Indenture. WILMINGTON TRUST COMPANY, not in its individual capacity but solely as the Trustee By: Authorized Officer Dated: A-1-6

[FORM OF REVERSE OF SECURITY] This Debt Security is one of a duly authorized series of Debt Securities of the Company, all issued or to be issued

IN WITNESS WHEREOF, the Company has duly executed this certificate. PAB BANKSHARES INC. By:________________________________ Name: Title: Dated: ___________ CERTIFICATE OF AUTHENTICATION This is one of the Debt Securities referred to in the within-mentioned Indenture. WILMINGTON TRUST COMPANY, not in its individual capacity but solely as the Trustee By: Authorized Officer Dated: A-1-6

[FORM OF REVERSE OF SECURITY] This Debt Security is one of a duly authorized series of Debt Securities of the Company, all issued or to be issued pursuant to an Indenture (the "Indenture") dated as of November 28, 2001, duly executed and delivered between the Company and Wilmington Trust Company, as Trustee (the "Trustee"), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the holders of the Debt Securities (referred to herein as the "Debt Securities") of which this Debt Security is a part. The summary of the terms of this Debt Security contained herein does not purport to be complete and is qualified by reference to the Indenture. Upon the occurrence and continuation of a Tax Event, an Investment Company Event or a Capital Treatment Event, this Debt Security may become due and payable, in whole but not in part, at any time, within 90 days following the occurrence of such Tax Event, Investment Company Event or Capital Treatment Event (the "Special Redemption Date"), as the case may be, at the Special Redemption Price. The Company shall also have the right to redeem this Debt Security at the option of the Company, in whole or in part, on any June 8th or December 8th on or after December 8, 2006 (a "Redemption Date"), at the Redemption Price. Any redemption pursuant to the preceding paragraph will be made, subject to the receipt by the Company of prior approval from the Board of Governors of the Federal Reserve System (the "Federal Reserve") if then required under applicable capital guidelines or policies of the Federal Reserve, upon not less than 30 days' nor more than 60 days' notice. If the Debt Securities are only partially redeemed by the Company, the Debt Securities will be redeemed pro rata or by lot or by any other method utilized by the Trustee. "Redemption Price" means 100% of the principal amount of the Debt Securities being redeemed plus accrued and unpaid interest on such Debt Securities to the Redemption Date, or, in the case of a redemption due to the occurrence of a Special Event, to the Special Redemption Date if such Special Redemption Date is on or after December 8, 2006. "Special Redemption Price" means (1) if the Special Redemption Date is before December 8, 2006, the greater of (a) 100% of the principal amount of the Debt Securities being redeemed pursuant to Section 10.02 of the Indenture or (b) as determined by a Quotation Agent, the sum of the present values of the principal amount payable as part of the Redemption Price with respect to a redemption as of December 8, 2006, together with the

[FORM OF REVERSE OF SECURITY] This Debt Security is one of a duly authorized series of Debt Securities of the Company, all issued or to be issued pursuant to an Indenture (the "Indenture") dated as of November 28, 2001, duly executed and delivered between the Company and Wilmington Trust Company, as Trustee (the "Trustee"), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the holders of the Debt Securities (referred to herein as the "Debt Securities") of which this Debt Security is a part. The summary of the terms of this Debt Security contained herein does not purport to be complete and is qualified by reference to the Indenture. Upon the occurrence and continuation of a Tax Event, an Investment Company Event or a Capital Treatment Event, this Debt Security may become due and payable, in whole but not in part, at any time, within 90 days following the occurrence of such Tax Event, Investment Company Event or Capital Treatment Event (the "Special Redemption Date"), as the case may be, at the Special Redemption Price. The Company shall also have the right to redeem this Debt Security at the option of the Company, in whole or in part, on any June 8th or December 8th on or after December 8, 2006 (a "Redemption Date"), at the Redemption Price. Any redemption pursuant to the preceding paragraph will be made, subject to the receipt by the Company of prior approval from the Board of Governors of the Federal Reserve System (the "Federal Reserve") if then required under applicable capital guidelines or policies of the Federal Reserve, upon not less than 30 days' nor more than 60 days' notice. If the Debt Securities are only partially redeemed by the Company, the Debt Securities will be redeemed pro rata or by lot or by any other method utilized by the Trustee. "Redemption Price" means 100% of the principal amount of the Debt Securities being redeemed plus accrued and unpaid interest on such Debt Securities to the Redemption Date, or, in the case of a redemption due to the occurrence of a Special Event, to the Special Redemption Date if such Special Redemption Date is on or after December 8, 2006. "Special Redemption Price" means (1) if the Special Redemption Date is before December 8, 2006, the greater of (a) 100% of the principal amount of the Debt Securities being redeemed pursuant to Section 10.02 of the Indenture or (b) as determined by a Quotation Agent, the sum of the present values of the principal amount payable as part of the Redemption Price with respect to a redemption as of December 8, 2006, together with the present value of interest payments calculated at a fixed per annum rate of interest equal to 9.95% over the Remaining Life of such Debt Securities, discounted to the Special Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus .50%, plus, in the case of either (a) or (b), accrued and unpaid interest on such Debt Securities to the Special Redemption Date and (2) if the Special Redemption Date is on or after December 8, 2006, the Redemption Price for such Special Redemption Date. "Comparable Treasury Issue" means with respect to any Special Redemption Date the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the Remaining Life that would be utilized, at the time of selection and in A-1-1

accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the Remaining Life. If no United States Treasury security has a maturity which is within a period from three months before to three months after December 8, 2006, the two most closely corresponding United States Treasury securities shall be used as the Comparable Treasury Issue, and the Treasury Rate shall be interpolated or extrapolated on a straight-line basis, rounding to the nearest month using such securities. "Comparable Treasury Price" means (a) the average of five Reference Treasury Dealer Quotations for such Special Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (b) if the Trustee receives fewer than five such Reference Treasury Dealer Quotations, the average of all such Quotations.

accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the Remaining Life. If no United States Treasury security has a maturity which is within a period from three months before to three months after December 8, 2006, the two most closely corresponding United States Treasury securities shall be used as the Comparable Treasury Issue, and the Treasury Rate shall be interpolated or extrapolated on a straight-line basis, rounding to the nearest month using such securities. "Comparable Treasury Price" means (a) the average of five Reference Treasury Dealer Quotations for such Special Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (b) if the Trustee receives fewer than five such Reference Treasury Dealer Quotations, the average of all such Quotations. "Primary Treasury Dealer" shall mean a primary United States Government securities dealer in New York City. "Quotation Agent" means Salomon Smith Barney Inc. and its successors; provided, however, that if the foregoing shall cease to be a Primary Treasury Dealer, the Company shall substitute therefor another Primary Treasury Dealer. "Reference Treasury Dealer" means (i) the Quotation Agent and (ii) any other Primary Treasury Dealer selected by the Trustee after consultation with the Company. "Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any Special Redemption Date, the average, as determined by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such Special Redemption Date. "Treasury Rate" means (i) the yield, under the heading which represents the average for the week immediately prior to the date of calculation, appearing in the most recently published statistical release designated H.15 (519) or any successor publication which is published weekly by the Federal Reserve and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption "Treasury Constant Maturities", for the maturity corresponding to the Remaining Life (if no maturity is within three months before or after the Remaining Life, yields for the two published maturities most closely corresponding to the Remaining Life shall be determined and the Treasury Rate shall be interpolated or extrapolated from such yields on a straight-line basis, rounding to the nearest month) or (ii) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Special Redemption Date. The Treasury Rate shall be calculated on the third Business Day preceding the Special Redemption Date. A-1-2

In the event of redemption of this Debt Security in part only, a new Debt Security or Debt Securities for the unredeemed portion hereof will be issued in the name of the holder hereof upon the cancellation hereof. In case an Event of Default, as defined in the Indenture, shall have occurred and be continuing, the principal of all of the Debt Securities may be declared due and payable, and upon such declaration of acceleration shall become due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture. The Indenture contains provisions permitting the Company and the Trustee, with the consent of the holders of not less than a majority in aggregate principal amount of the Debt Securities at the time outstanding affected thereby, as specified in the Indenture, to execute supplemental indentures for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Debt Securities; provided, however, that no such supplemental indenture shall, among other things, without the consent of the holders of each Debt Security then outstanding and affected thereby (i) extend the fixed maturity of the Debt Securities, or reduce the principal

In the event of redemption of this Debt Security in part only, a new Debt Security or Debt Securities for the unredeemed portion hereof will be issued in the name of the holder hereof upon the cancellation hereof. In case an Event of Default, as defined in the Indenture, shall have occurred and be continuing, the principal of all of the Debt Securities may be declared due and payable, and upon such declaration of acceleration shall become due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture. The Indenture contains provisions permitting the Company and the Trustee, with the consent of the holders of not less than a majority in aggregate principal amount of the Debt Securities at the time outstanding affected thereby, as specified in the Indenture, to execute supplemental indentures for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Debt Securities; provided, however, that no such supplemental indenture shall, among other things, without the consent of the holders of each Debt Security then outstanding and affected thereby (i) extend the fixed maturity of the Debt Securities, or reduce the principal amount thereof or any redemption premium thereon, or reduce the rate or extend the time of payment of interest thereon, or make the principal of, or any interest or premium on, the Debt Securities payable in any coin or currency other than that provided in the Debt Securities, or impair or affect the right of any holder of Debt Securities to institute suit for the payment thereof, or (ii) reduce the aforesaid percentage of Debt Securities, the holders of which are required to consent to any such supplemental indenture. The Indenture also contains provisions permitting the holders of a majority in aggregate principal amount of the Debt Securities at the time outstanding, on behalf of all of the holders of the Debt Securities, to waive any past default in the performance of any of the covenants contained in the Indenture, or established pursuant to the Indenture, and its consequences, except a default in the payment of the principal of or premium, if any, or interest on any of the Debt Securities. Any such consent or waiver by the registered holder of this Debt Security (unless revoked as provided in the Indenture) shall be conclusive and binding upon such holder and upon all future holders and owners of this Debt Security and of any Debt Security issued in exchange herefor or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Debt Security. No reference herein to the Indenture and no provision of this Debt Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and premium, if any, and interest on this Debt Security at the time and place and at the rate and in the money herein prescribed. As provided in the Indenture and subject to certain limitations herein and therein set forth, this Debt Security is transferable by the registered holder hereof on the Debt Security Register of the Company, upon surrender of this Debt Security for registration of transfer at the office or agency of the Trustee in Wilmington, Delaware accompanied by a written instrument or instruments of transfer in form satisfactory to the Company or the Trustee duly executed by the registered holder hereof or such holder's attorney duly authorized in writing, and thereupon one or more new Debt Securities of authorized denominations and for the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be A-1-3

made for any such registration of transfer, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in relation thereto. Prior to due presentment for registration of transfer of this Debt Security, the Company, the Trustee, any Authenticating Agent, any paying agent, any transfer agent and the Debt Security registrar may deem and treat the registered holder hereof as the absolute owner hereof (whether or not this Debt Security shall be overdue and notwithstanding any notice of ownership or writing hereon) for the purpose of receiving payment of or on account of the principal hereof and interest due hereon and for all other purposes, and neither the Company nor the Trustee nor any Authenticating Agent nor any paying agent nor any transfer agent nor any Debt Security registrar shall be affected by any notice to the contrary. No recourse shall be had for the payment of the principal of or the interest on this Debt Security, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture, against any

made for any such registration of transfer, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in relation thereto. Prior to due presentment for registration of transfer of this Debt Security, the Company, the Trustee, any Authenticating Agent, any paying agent, any transfer agent and the Debt Security registrar may deem and treat the registered holder hereof as the absolute owner hereof (whether or not this Debt Security shall be overdue and notwithstanding any notice of ownership or writing hereon) for the purpose of receiving payment of or on account of the principal hereof and interest due hereon and for all other purposes, and neither the Company nor the Trustee nor any Authenticating Agent nor any paying agent nor any transfer agent nor any Debt Security registrar shall be affected by any notice to the contrary. No recourse shall be had for the payment of the principal of or the interest on this Debt Security, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture, against any incorporator, stockholder, officer or director, past, present or future, as such, of the Company or of any predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issuance hereof, expressly waived and released. The Debt Securities are issuable only in registered certificated form without coupons. As provided in the Indenture and subject to certain limitations herein and therein set forth, Debt Securities are exchangeable for a like aggregate principal amount of Debt Securities of a different authorized denomination, as requested by the holder surrendering the same. All terms used in this Debt Security that are defined in the Indenture shall have the meanings assigned to them in the Indenture. THE LAW OF THE STATE OF NEW YORK SHALL GOVERN THE INDENTURE AND THE DEBT SECURITIES, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF. A-1-4

EXHIBIT 10.7 EMPLOYMENT CONTRACT TERMINATION AGREEMENT THIS AGREEMENT (this "Agreement") is entered into as of September 1, 2001 by and between C. LARRY WILKINSON, a resident of the State of Georgia ("Executive"), and PAB BANKSHARES, INC., a Georgia corporation (the "Company"). WHEREAS, Executive and the Company entered into that certain Employment Agreement dated as of January 1, 1999 ("the "Employment Agreement"); WHEREAS, Executive and the Company entered into that Executive Salary Continuation Agreement dated as of January 1, 1994, as amended by that First Amendment to Executive Salary Continuation Agreement dated as of March 20, 1995 (collectively, the "Salary Continuation Agreement"); WHEREAS, Executive and the Company have entered in to an Option Agreement relating to the grant of options to purchase 61,000 shares of Company common stock (the "Option Shares") pursuant to the 1994 Employee Stock Option Plan and the 1999 Stock Option Plan; WHEREAS, the Company and Employee have agreed to terminate the Employment Agreement; and, WHEREAS, Executive and the Company now desire to terminate the Employment Agreement. NOW, THEREFORE, in consideration of the promises and premises contained herein and other good and

EXHIBIT 10.7 EMPLOYMENT CONTRACT TERMINATION AGREEMENT THIS AGREEMENT (this "Agreement") is entered into as of September 1, 2001 by and between C. LARRY WILKINSON, a resident of the State of Georgia ("Executive"), and PAB BANKSHARES, INC., a Georgia corporation (the "Company"). WHEREAS, Executive and the Company entered into that certain Employment Agreement dated as of January 1, 1999 ("the "Employment Agreement"); WHEREAS, Executive and the Company entered into that Executive Salary Continuation Agreement dated as of January 1, 1994, as amended by that First Amendment to Executive Salary Continuation Agreement dated as of March 20, 1995 (collectively, the "Salary Continuation Agreement"); WHEREAS, Executive and the Company have entered in to an Option Agreement relating to the grant of options to purchase 61,000 shares of Company common stock (the "Option Shares") pursuant to the 1994 Employee Stock Option Plan and the 1999 Stock Option Plan; WHEREAS, the Company and Employee have agreed to terminate the Employment Agreement; and, WHEREAS, Executive and the Company now desire to terminate the Employment Agreement. NOW, THEREFORE, in consideration of the promises and premises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties do hereby agree as follows: 1. TERMINATION OF EMPLOYMENT AGREEMENT. The Company and Executive hereby agree that, as of the date of this Agreement, the Employment Agreement is and, for all purposes whatsoever, shall be deemed terminated and shall no further force or effect, provided, however, the covenants of Executive contained in Section 9 of the Employment Agreement (the "Restrictive Covenants") shall continue through the date of the last payment to Executive by Company and are hereby incorporated into this Agreement for all purposes. 2. TERMINATION OF EMPLOYMENT. The Company and Executive hereby agree that the Executive's employment with the Company is terminated effective as of the date of this Agreement. Further, Executive resigns as an officer of the Company and as a member of the board of directors of any subsidiary bank of the Company. 1 3. COMPENSATION. (a) From and after the date of this Agreement and so long as Executive does not violate any of the Restrictive Covenants, the Company agrees to pay Executive his current salary and benefits through December 31, 2001 and further allows Executive to continue to use the 2000 Chevrolet Tahoe through such date. Commencing January 1, 2002, the Company agrees to pay the Executive $17,380.00 per month and continue his health and life insurance benefits through and including December, 2004. The Company agrees to allow Executive to participate in the 401 K match funding from the date of this Agreement through and including December, 2004. (b) The Company and Executive agree that the annual benefit level of Executive under the Salary Continuation Plan as of December 31, 2004 will be $86,120 (the "Annual Retirement Payment Amount") and that the Annual Retirement Payment Amount will be paid in equal monthly installments commencing on the first day of August, 2011 and the first day of each month thereafter for 180 months. (c) Executive may exercise his option to purchase all optioned shares in whole or in part regardless of expiration date noted on Exhibit "A", at any time prior to January 1, 2007 at the per share price shown on Exhibit "A". (d) In the event of Executive's death prior to the date on which the Company has satisfied all of its obligations under subsections (a) and (b) of this Section 3, the Company agrees to continue all such payments by making all

3. COMPENSATION. (a) From and after the date of this Agreement and so long as Executive does not violate any of the Restrictive Covenants, the Company agrees to pay Executive his current salary and benefits through December 31, 2001 and further allows Executive to continue to use the 2000 Chevrolet Tahoe through such date. Commencing January 1, 2002, the Company agrees to pay the Executive $17,380.00 per month and continue his health and life insurance benefits through and including December, 2004. The Company agrees to allow Executive to participate in the 401 K match funding from the date of this Agreement through and including December, 2004. (b) The Company and Executive agree that the annual benefit level of Executive under the Salary Continuation Plan as of December 31, 2004 will be $86,120 (the "Annual Retirement Payment Amount") and that the Annual Retirement Payment Amount will be paid in equal monthly installments commencing on the first day of August, 2011 and the first day of each month thereafter for 180 months. (c) Executive may exercise his option to purchase all optioned shares in whole or in part regardless of expiration date noted on Exhibit "A", at any time prior to January 1, 2007 at the per share price shown on Exhibit "A". (d) In the event of Executive's death prior to the date on which the Company has satisfied all of its obligations under subsections (a) and (b) of this Section 3, the Company agrees to continue all such payments by making all remaining payments to Executive's estate on the same terms and conditions as they would have been made to Executive. 4. SETTLEMENT. This Agreement is in full settlement of any and all claims Executive may assert arising from or related to the Employment Agreement or Executive's employment with the Company or any person or entity owned or controlled by, or under common control with, or otherwise affiliated with the Company (the "Related Parties"), during the term of the Employment Agreement and through the date hereof, including but not limited to claims for any expenses incurred by Executive and claims for any reimbursements due from the Company to Executive. 5. RELEASE AND WAIVER BY EXECUTIVE; REPRESENTATIONS AND WARRANTIES. In exchange for the consideration provided by the Company to Executive, Executive hereby voluntarily, irrevocably, fully, and completely RELEASES, ACQUITS, AND FOREVER DISCHARGES the Company and the Related Parties, from any and all claims, complaints, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts, and expenses of any nature whatsoever (whether known or unknown) which Executive ever had, may have, or now has arising from or related to, directly or indirectly, the Employment Agreement or otherwise to Executive's employment with the Company or any of the Related Parties during the term of the Employment Agreement and through the date hereof, including, but not limited to benefits under any and all bonus, severance, workforce reduction, early retirement, outplacement, or any other similar plan sponsored by the Company through the 2

date hereof. Executive specifically waives any right, power or privilege to severance compensation detailed in or resulting from the Employment Agreement. In addition, Executive acknowledges that this Agreement constitutes a full ACCORD AND SATISFACTION of all claims covered by the release provisions of this paragraph. Executive represents and warrants that as of the date hereof, Executive has no basis for any claim and further waives any right to assert a claim against the Company for (i) violation of Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Fair Labor Standards Act, the Civil Rights Act of 1991, the Americans With Disabilities Act, the Equal Pay Act, the Civil Rights Act of 1866, 42 U.S.C. 1981, the Family and Medical Leave Act, the Labor Management Relations Act, the National Labor Relations Act, the Consolidated Omnibus Budget Reconciliation Act of 1985, or the Executive Retirement Income Security Act, (ii) violations of any other federal or state statute or regulation or local ordinance, (iii) lost or unpaid wages, compensation, or other benefits claims under state law, defamation, intentional infliction of emotional distress, negligent infliction of emotional distress, bad faith action, slander, assault, battery, wrongful or constructive discharge, negligent hiring, retention and/or supervision, fraud, misrepresentation, conversion, tortious interference with property, negligent investigation, or (iv) any other claims under state law arising in tort or contract.

date hereof. Executive specifically waives any right, power or privilege to severance compensation detailed in or resulting from the Employment Agreement. In addition, Executive acknowledges that this Agreement constitutes a full ACCORD AND SATISFACTION of all claims covered by the release provisions of this paragraph. Executive represents and warrants that as of the date hereof, Executive has no basis for any claim and further waives any right to assert a claim against the Company for (i) violation of Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Fair Labor Standards Act, the Civil Rights Act of 1991, the Americans With Disabilities Act, the Equal Pay Act, the Civil Rights Act of 1866, 42 U.S.C. 1981, the Family and Medical Leave Act, the Labor Management Relations Act, the National Labor Relations Act, the Consolidated Omnibus Budget Reconciliation Act of 1985, or the Executive Retirement Income Security Act, (ii) violations of any other federal or state statute or regulation or local ordinance, (iii) lost or unpaid wages, compensation, or other benefits claims under state law, defamation, intentional infliction of emotional distress, negligent infliction of emotional distress, bad faith action, slander, assault, battery, wrongful or constructive discharge, negligent hiring, retention and/or supervision, fraud, misrepresentation, conversion, tortious interference with property, negligent investigation, or (iv) any other claims under state law arising in tort or contract. 6. LIMITED RELEASE BY THE COMPANY. In exchange for the consideration provided by Executive to the Company by his execution of this Agreement, except for and without waiving any right, power or privilege of the Company contained in this Agreement, the Restrictive Covenants and the Salary Continuation Agreement, each of the Company and all Related Parties hereby voluntarily, irrevocably, fully and completely RELEASES, ACQUITS, and FOREVER DISCHARGES Executive from any and all claims, complaints, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of actions, suits, rights, demands, costs, losses, debts, and expenses of any nature whatsoever (whether known or unknown) which the Company or any Related Party ever had, may have, or now has, arising from or related to, directly or indirectly, the Employment Agreement or otherwise to Executive's employment with the Company or any of the Related Parties during the term of the Employment Agreement and through the date hereof. 7. INDEMNIFICATION. The Company shall defend and indemnify Executive for any claims brought against Executive for any actions taken by him that were within the scope of his employment while an employee of the Company. Executive agrees to participate in the defense of any claim brought against the Company related to any of his actions on behalf of the Company during his employment or for which he has knowledge as a result of his employment with the Company. To the extent the Company requires Executive to participate in the defense of any such claim, it will reimburse Executive for any and all reasonable expenses, including travel expenses, incurred by him. 8. ENTIRE AGREEMENT, MODIFICATION. This Agreement represents the entire agreement between the parties with respect to the subject matter hereof and supersedes all other negotiations and agreements, written or verbal, between the parties relating to the matters contemplated hereby. This Agreement may not be amended, waived or changed orally, but only in a writing that is signed by 3

both parties and that states specifically that it is intended to modify this Agreement. 9. WAIVER. No failure or delay by either party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof and any written waiver in one or more instances shall not be deemed to be a further or continuing waiver of any such right, power or privilege. 10. SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit of and be binding upon the Company, its successors and assigns, and any corporation with which the Company may merge or consolidate or to which the Company may sell its assets, and Executive and his executors, administrators, heirs, legatees, administrators, and personal representatives. 11. SEVERABILITY. If any provisions of this Agreement shall be held to be invalid or unenforceable, such invalidity or unenforceability shall not affect or impair the validity or enforceability of the remaining provisions of this Agreement, which shall remain in full force and effect and the parties hereto shall continue to be bound

both parties and that states specifically that it is intended to modify this Agreement. 9. WAIVER. No failure or delay by either party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof and any written waiver in one or more instances shall not be deemed to be a further or continuing waiver of any such right, power or privilege. 10. SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit of and be binding upon the Company, its successors and assigns, and any corporation with which the Company may merge or consolidate or to which the Company may sell its assets, and Executive and his executors, administrators, heirs, legatees, administrators, and personal representatives. 11. SEVERABILITY. If any provisions of this Agreement shall be held to be invalid or unenforceable, such invalidity or unenforceability shall not affect or impair the validity or enforceability of the remaining provisions of this Agreement, which shall remain in full force and effect and the parties hereto shall continue to be bound thereby. 12. HEADINGS. The section headings in this Agreement are for convenience only; they form no part of this Agreement and shall not affect its interpretation. 13. GOVERNING LAW. This Agreement shall be construed and its validity determined by the laws of the State of Georgia. 14. COUNTERPARTS. This Agreement may be executed in separate counterparts and shall be fully executed when each party whose signature is required has signed at least one counterpart, even though no one counterpart contains the signatures of all parties. 15. ACKNOWLEDGMENT. Executive hereby represents and warrants that: (a) Executive has CAREFULLY READ THIS AGREEMENT AND FULLY UNDERSTANDS ALL OF THE PROVISIONS OF THIS AGREEMENT; (b) Executive has had an OPPORTUNITY TO CONSULT WITH AN ATTORNEY OF HIS CHOICE AS TO THE TERMS OF THIS AGREEMENT to the full extent that he desired before signing this Agreement; (c) Executive understands that any further employment with the Company or any of the Related Parties shall be an employment at will; (d) Executive understands that this Agreement FOREVER RELEASES the Company from any legal action related to or arising from the Employment Agreement prior to the date of execution of this Agreement; (e) In signing this Agreement, Executive DOES NOT RELY ON NOR HAS HE 4

RELIED ON ANY REPRESENTATION OR STATEMENT (WRITTEN OR ORAL) NOT SPECIFICALLY SET FORTH IN THIS AGREEMENT by the Company or by any of the Company's agents, representatives, or attorneys with regard to the subject matter, basis, effect of this Agreement or otherwise; and (f) Executive was not coerced, threatened, or otherwise forced to sign this Agreement, and Executive is VOLUNTARILY SIGNING AND DELIVERING THIS AGREEMENT of his own free will, and that each signature appearing hereafter is genuine. IN WITNESS WHEREOF, the undersigned have signed and executed this Agreement as an expression of their intent to be bound by the foregoing terms of this Agreement. EXECUTIVE:

RELIED ON ANY REPRESENTATION OR STATEMENT (WRITTEN OR ORAL) NOT SPECIFICALLY SET FORTH IN THIS AGREEMENT by the Company or by any of the Company's agents, representatives, or attorneys with regard to the subject matter, basis, effect of this Agreement or otherwise; and (f) Executive was not coerced, threatened, or otherwise forced to sign this Agreement, and Executive is VOLUNTARILY SIGNING AND DELIVERING THIS AGREEMENT of his own free will, and that each signature appearing hereafter is genuine. IN WITNESS WHEREOF, the undersigned have signed and executed this Agreement as an expression of their intent to be bound by the foregoing terms of this Agreement. EXECUTIVE:
/s/ C. Larry Wilkinson -----------------------------------C. Larry Wilkinson 3327 Bellmeade Drive Valdosta, Georgia 31605

Name: Address:

COMPANY: PAB BANKSHARES, INC.
By: Name: Title: Address: /s/ Michael Ricketson -----------------------------------Michael Ricketson President 3102 North Oak Street Extension Valdosta, Georgia 31602

Attest:

/s/ R. Bradford Burnette -----------------------------------R. Bradford Burnette Chairman and Chief Executive Officer

5 EXHIBIT 10.8 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement"), made and entered this the 24th day of October, 2001 by and between Jay Torbert, a resident of the State of Georgia (the "Employee") and The Park Avenue Bank and PAB Bankshares, a bank and bank holding company organized under the laws of the laws of the State of Georgia ("Bank") W I T N E S S E T H: WHEREAS, the board of directors of Bank (the "Board of Directors") desires Bank to employ the Employee, and the Employee desires to be employed by Bank, on the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the employment of the Employee by Bank, of the premises and the mutual promises and covenants contained herein, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: 1. Employment. Bank hereby employs the Employee, and the Employee hereby accepts such employment, on the terms and conditions set forth in this Agreement. The Employee represents and warrants that he is not a signatory

EXHIBIT 10.8 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement"), made and entered this the 24th day of October, 2001 by and between Jay Torbert, a resident of the State of Georgia (the "Employee") and The Park Avenue Bank and PAB Bankshares, a bank and bank holding company organized under the laws of the laws of the State of Georgia ("Bank") W I T N E S S E T H: WHEREAS, the board of directors of Bank (the "Board of Directors") desires Bank to employ the Employee, and the Employee desires to be employed by Bank, on the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the employment of the Employee by Bank, of the premises and the mutual promises and covenants contained herein, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: 1. Employment. Bank hereby employs the Employee, and the Employee hereby accepts such employment, on the terms and conditions set forth in this Agreement. The Employee represents and warrants that he is not a signatory to, or otherwise bound by, any agreement that would prevent or materially impair his ability to accept and perform the employment duties contemplated by this Agreement. 2. Term. Subject to the provisions of Sections 10 and 12 of this Agreement, the period of Employee's employment under this Agreement (the "Term") shall be deemed to have commenced as of August 30, 2001, and shall continue until December 31, 2003 unless earlier terminated as provided herein. The Term shall be extended for an additional twelve (12) full calendar months terms without further action by the parties, commencing on January 1, 2004 and Employment Agreement Page 1

the first day of each January thereafter. No extension shall occur if either party shall, at least ninety (90) days prior to January 1, 2004 or, if the Term is otherwise extended, at least ninety (90) days prior to the first day of each January thereafter, have served written notice upon the other of its intention that this Agreement shall not be so extended. 3. Duties, Authority, Status and Responsibilities. The Employee shall serve in the capacity or capacities and shall have the duties and responsibilities set forth in Section A of Appendix I attached hereto and such other duties and responsibilities consistent therewith as may be determined from time to time by the Chief Executive Officer of Bank. During the Term, the Employee shall devote his full time and best efforts during normal business hours to the business and affairs of Bank except for vacations, illness or as otherwise agreed to by the Chief Executive Officer and the Employee. 4. Place of Performance. The Employee shall be based and shall perform his duties at the offices of Bank located in Lowndes County, Georgia. 5. Compensation. (a) Base Salary. Subject to Section 10, during the Term, the Employee shall receive from Bank the annual base salary set forth in Section B of Appendix I attached hereto (as in effect from time to time, the ("Base Salary"). The Base Salary shall be payable in regular installments in accordance with the customary Employee payroll practices of Bank. The Chief Executive Officer and the Board of Directors shall review the Employee's Base Salary annually and in their sole discretion may adjust the Employee's Base Salary from year to year during the term of this Agreement. The annual compensation adjustment, (regardless of form), will be determined after taking into account, among other things, changes in the cost of living, Employee's performance and the

the first day of each January thereafter. No extension shall occur if either party shall, at least ninety (90) days prior to January 1, 2004 or, if the Term is otherwise extended, at least ninety (90) days prior to the first day of each January thereafter, have served written notice upon the other of its intention that this Agreement shall not be so extended. 3. Duties, Authority, Status and Responsibilities. The Employee shall serve in the capacity or capacities and shall have the duties and responsibilities set forth in Section A of Appendix I attached hereto and such other duties and responsibilities consistent therewith as may be determined from time to time by the Chief Executive Officer of Bank. During the Term, the Employee shall devote his full time and best efforts during normal business hours to the business and affairs of Bank except for vacations, illness or as otherwise agreed to by the Chief Executive Officer and the Employee. 4. Place of Performance. The Employee shall be based and shall perform his duties at the offices of Bank located in Lowndes County, Georgia. 5. Compensation. (a) Base Salary. Subject to Section 10, during the Term, the Employee shall receive from Bank the annual base salary set forth in Section B of Appendix I attached hereto (as in effect from time to time, the ("Base Salary"). The Base Salary shall be payable in regular installments in accordance with the customary Employee payroll practices of Bank. The Chief Executive Officer and the Board of Directors shall review the Employee's Base Salary annually and in their sole discretion may adjust the Employee's Base Salary from year to year during the term of this Agreement. The annual compensation adjustment, (regardless of form), will be determined after taking into account, among other things, changes in the cost of living, Employee's performance and the performance of Bank. Employment Agreement Page 2 (b) Incentive Compensation. In addition to Base Salary and subject to Section 10, with respect to each fiscal year of Bank during the Term, the Employee shall be eligible to earn incentive or bonus compensation (the "Bonus") as determined by the Board of Directors from time to time. 6. Expenses. During the Term, the Employee shall be entitled to receive from Bank prompt reimbursement for all reasonable travel and business expenses incurred by him (in accordance with the policies and procedures established by the Board of Directors from time to time for Bank's officers) in performing services hereunder, upon presentation of expense statements or vouchers and such other information as Bank may reasonably require. 7. Employee Benefits. (a) General. The Employee shall be entitled to participate in all Employee benefit plans, programs and arrangements of Bank now or hereafter made available to employees of Bank, as such plans, programs and arrangements may be in effect from time to time. Without limiting the foregoing, during the Term, the Employee shall enjoy the benefits described in Section C of Appendix I attached hereto. Bank shall indemnify the Employee and hold the Employee harmless from and against any claim, loss or cause of action arising from or out of the Employee's performance as an officer, director or Employee of Bank to the maximum extent permitted by law and the certificate of incorporation and by-laws of Bank, except in cases where such performance constitutes fraud, gross negligence, criminal conduct or a violation of any law, governmental regulation or course of dealing generally accepted in the industry. (b) Vacations. The Employee shall be entitled to annual vacations in accordance with Bank's vacation policies in effect from time to time for employees of Bank. The Employee shall also be entitled to all paid holidays and personal days given by Bank to employees. Employment Agreement

(b) Incentive Compensation. In addition to Base Salary and subject to Section 10, with respect to each fiscal year of Bank during the Term, the Employee shall be eligible to earn incentive or bonus compensation (the "Bonus") as determined by the Board of Directors from time to time. 6. Expenses. During the Term, the Employee shall be entitled to receive from Bank prompt reimbursement for all reasonable travel and business expenses incurred by him (in accordance with the policies and procedures established by the Board of Directors from time to time for Bank's officers) in performing services hereunder, upon presentation of expense statements or vouchers and such other information as Bank may reasonably require. 7. Employee Benefits. (a) General. The Employee shall be entitled to participate in all Employee benefit plans, programs and arrangements of Bank now or hereafter made available to employees of Bank, as such plans, programs and arrangements may be in effect from time to time. Without limiting the foregoing, during the Term, the Employee shall enjoy the benefits described in Section C of Appendix I attached hereto. Bank shall indemnify the Employee and hold the Employee harmless from and against any claim, loss or cause of action arising from or out of the Employee's performance as an officer, director or Employee of Bank to the maximum extent permitted by law and the certificate of incorporation and by-laws of Bank, except in cases where such performance constitutes fraud, gross negligence, criminal conduct or a violation of any law, governmental regulation or course of dealing generally accepted in the industry. (b) Vacations. The Employee shall be entitled to annual vacations in accordance with Bank's vacation policies in effect from time to time for employees of Bank. The Employee shall also be entitled to all paid holidays and personal days given by Bank to employees. Employment Agreement Page 3 8. Stock Options. The Employee is granted an option to purchase the number of shares of common stock in Bank, set forth in Section D of Appendix I (the "Options"). The Options and any future Options granted by the Board of Directors shall be exercisable in the manner (in whole or in part from time to time) and at the price as established by the Board of Directors; provided however, if either (i) a Change in Control has occurred as set forth in Section 12 of this Agreement; or, (ii) this Agreement is terminated by Bank at any time for any reason other than for Cause, as defined in Section 10 herein, all Options not previously vested shall vest 100% on the date of such event. 9. Restrictive Covenants and Confidentiality. (a) Non-competition and Non-solicitation. (i) For a period commencing with the date hereof and ending the later of six (6) months after the Employee is no longer employed by Bank or any affiliate of Bank or the date the Employee is no longer receiving the payment of his Base Salary pursuant to Section 10(e) of this Agreement (the "Restricted Period"), the Employee shall not, and shall not permit any person subject to his direction or control to, directly or indirectly, anywhere within Lowndes County in the State of Georgia (the "Territory"), engage in the business of banking or the origination of commercial, real estate or consumer loans (the "Business") or, whether alone or in association with others, as principal, officer, agent, employee, director or stockholder of any corporation, partnership, association or other entity, or through the investment of capital, lending of money or property or rendering of services. (ii) During the Restricted Period, the Employee shall not, and shall not permit any of his respective affiliates, employees, agents or others under his control who are engaged in the Business to, directly or indirectly, on their own behalf or on behalf of any other person, (A) call on any customer of Bank located in the Territory who was serviced by the Employee during Employment Agreement Page 4

8. Stock Options. The Employee is granted an option to purchase the number of shares of common stock in Bank, set forth in Section D of Appendix I (the "Options"). The Options and any future Options granted by the Board of Directors shall be exercisable in the manner (in whole or in part from time to time) and at the price as established by the Board of Directors; provided however, if either (i) a Change in Control has occurred as set forth in Section 12 of this Agreement; or, (ii) this Agreement is terminated by Bank at any time for any reason other than for Cause, as defined in Section 10 herein, all Options not previously vested shall vest 100% on the date of such event. 9. Restrictive Covenants and Confidentiality. (a) Non-competition and Non-solicitation. (i) For a period commencing with the date hereof and ending the later of six (6) months after the Employee is no longer employed by Bank or any affiliate of Bank or the date the Employee is no longer receiving the payment of his Base Salary pursuant to Section 10(e) of this Agreement (the "Restricted Period"), the Employee shall not, and shall not permit any person subject to his direction or control to, directly or indirectly, anywhere within Lowndes County in the State of Georgia (the "Territory"), engage in the business of banking or the origination of commercial, real estate or consumer loans (the "Business") or, whether alone or in association with others, as principal, officer, agent, employee, director or stockholder of any corporation, partnership, association or other entity, or through the investment of capital, lending of money or property or rendering of services. (ii) During the Restricted Period, the Employee shall not, and shall not permit any of his respective affiliates, employees, agents or others under his control who are engaged in the Business to, directly or indirectly, on their own behalf or on behalf of any other person, (A) call on any customer of Bank located in the Territory who was serviced by the Employee during Employment Agreement Page 4

the Term for the purpose of soliciting the banking deposits or loans of such customer of Bank, (B) otherwise divert or attempt to divert any business from Bank or any of its affiliates operating in the Territory, (C) interfere with the business relationships between Bank and any of its affiliates operating in the Territory, on the one hand, and any of its respective customers or others with whom they have business relationships, on the other hand, or (D) recruit or otherwise solicit or induce, or enter into or participate in any plan or arrangement to cause, any person who is an employee of, or otherwise performing services for, Bank or any of its affiliates to terminate his or her employment or other relationship with Bank or such affiliate, hire any person who has left the employ of Bank or any of its affiliates during the preceding twelve months, or hire any person who is or has been an Employee officer of Bank or any of its affiliates at any time. (iii) The Employee shall not at any time, directly or indirectly, use or purport to authorize any person to use any name, mark, logo, or other identifying words or images which are the same as or similar to those used currently or in the past by Bank or any of its affiliates in connection with any product or service, whether or not such use would be in a business competitive with that of Bank or any affiliate of Bank. (iv) The ownership or control of up to five percent of the outstanding voting securities or securities of any class of a Bank with a class of securities registered under the Securities Exchange Act of 1934, as amended, shall not be deemed to be a violation of the provisions of this Section 9(a). (b) Confidential Information. (i) The Employee acknowledges that in the course of his employment pursuant to this Agreement, he has had and is expected to continue to have extensive contact with customers of Bank and its affiliates, and to have knowledge of and access to trade secrets and other proprietary and confidential information of Bank and its affiliates, including, without Employment Agreement

the Term for the purpose of soliciting the banking deposits or loans of such customer of Bank, (B) otherwise divert or attempt to divert any business from Bank or any of its affiliates operating in the Territory, (C) interfere with the business relationships between Bank and any of its affiliates operating in the Territory, on the one hand, and any of its respective customers or others with whom they have business relationships, on the other hand, or (D) recruit or otherwise solicit or induce, or enter into or participate in any plan or arrangement to cause, any person who is an employee of, or otherwise performing services for, Bank or any of its affiliates to terminate his or her employment or other relationship with Bank or such affiliate, hire any person who has left the employ of Bank or any of its affiliates during the preceding twelve months, or hire any person who is or has been an Employee officer of Bank or any of its affiliates at any time. (iii) The Employee shall not at any time, directly or indirectly, use or purport to authorize any person to use any name, mark, logo, or other identifying words or images which are the same as or similar to those used currently or in the past by Bank or any of its affiliates in connection with any product or service, whether or not such use would be in a business competitive with that of Bank or any affiliate of Bank. (iv) The ownership or control of up to five percent of the outstanding voting securities or securities of any class of a Bank with a class of securities registered under the Securities Exchange Act of 1934, as amended, shall not be deemed to be a violation of the provisions of this Section 9(a). (b) Confidential Information. (i) The Employee acknowledges that in the course of his employment pursuant to this Agreement, he has had and is expected to continue to have extensive contact with customers of Bank and its affiliates, and to have knowledge of and access to trade secrets and other proprietary and confidential information of Bank and its affiliates, including, without Employment Agreement Page 5

limitation, the identity of customers and suppliers and other persons with whom Bank and its affiliates have business relationships, technical information, knowhow, plans, specifications, and information relating to the financial condition, results of operations, employees, products, products under development, inventions, sources, leads or methods of obtaining new products or business, pricing formulae, methods or procedures, cost of services and marketing strategies of Bank or its affiliates or any other information relating to Bank or its affiliates that could reasonably be regarded as confidential or proprietary or which is not available to the public (collectively, the "Confidential Information"), and that such information, even to the extent it may be or have been developed or acquired by or through the efforts of the Employee, constitutes valuable, special and unique assets of Bank and its affiliates developed or acquired at great expense which are the exclusive property of Bank and its affiliates. (ii) Employee agrees not to use, disclose or exploit, after leaving Bank's employ, Confidential Information (as defined in the preceding subsection) relating to the business of Bank (whether constituting a trade secret or not) which is or has been disclosed to Employee or of which Employee became aware as a consequence of or through his relationship to Bank and which has value to Bank and is not generally known to its competitors. However, such confidential data and information shall not include any data or information that has been voluntarily disclosed to the public by Bank (except where such public disclosure has been made by Employee without authorization) or that has been independently developed and disclosed by others, or that otherwise enters the public domain through lawful means. (iii) Without limiting the generality of the foregoing, the Employee shall not, after leaving Bank's employ, directly or indirectly, disclose or otherwise make known to any person the names or addresses of any of the customers of Bank or its affiliates, whether such persons are customers as of the Effective Date or become such in the future and whether or not Employment Agreement

limitation, the identity of customers and suppliers and other persons with whom Bank and its affiliates have business relationships, technical information, knowhow, plans, specifications, and information relating to the financial condition, results of operations, employees, products, products under development, inventions, sources, leads or methods of obtaining new products or business, pricing formulae, methods or procedures, cost of services and marketing strategies of Bank or its affiliates or any other information relating to Bank or its affiliates that could reasonably be regarded as confidential or proprietary or which is not available to the public (collectively, the "Confidential Information"), and that such information, even to the extent it may be or have been developed or acquired by or through the efforts of the Employee, constitutes valuable, special and unique assets of Bank and its affiliates developed or acquired at great expense which are the exclusive property of Bank and its affiliates. (ii) Employee agrees not to use, disclose or exploit, after leaving Bank's employ, Confidential Information (as defined in the preceding subsection) relating to the business of Bank (whether constituting a trade secret or not) which is or has been disclosed to Employee or of which Employee became aware as a consequence of or through his relationship to Bank and which has value to Bank and is not generally known to its competitors. However, such confidential data and information shall not include any data or information that has been voluntarily disclosed to the public by Bank (except where such public disclosure has been made by Employee without authorization) or that has been independently developed and disclosed by others, or that otherwise enters the public domain through lawful means. (iii) Without limiting the generality of the foregoing, the Employee shall not, after leaving Bank's employ, directly or indirectly, disclose or otherwise make known to any person the names or addresses of any of the customers of Bank or its affiliates, whether such persons are customers as of the Effective Date or become such in the future and whether or not Employment Agreement Page 6

such persons have previously conducted business with the Employee in any capacity, or any information as to Bank's Employees and others providing services to Bank or its affiliates, including with respect to their abilities, compensation, benefits and other terms of employment or engagement. (iv) Upon the termination of the Employee's employment with Bank, the Employee shall promptly deliver to Bank all customer files, correspondence, manuals, notes, notebooks, reports and copies thereof, and all other materials relating to Bank's business, including without limitation any materials incorporating Confidential Information, which are in the possession or control of the Employee. (v) The Employee acknowledges that Bank would not enter into this Agreement without the assurances provided above with respect to the Confidential Information of Bank and its affiliates. After expiration of the Term, Confidential Information for purposes of this Agreement shall be deemed not to include information which is generally available to the public, other than as a result of a breach by any person of an obligation of confidentiality. (c) Continuing Obligations. The Employee acknowledges that Bank would be irreparably banned and that monetary damages would not provide an adequate remedy to it in the event the covenants contained in subsections (a) and (b) of this Section 9 were not complied with in accordance with their terms. Accordingly, the Employee agrees that any breach or threatened breach by him or her of any provision of subsections (a) and (b) of this Section 9 shall entitle Bank to injunctive and other equitable relief to secure the enforcement of these provisions, in addition to any other remedies which may be available to it and it shall be entitled to receive from the Employee reimbursement for all attorneys' fees and expenses incurred by it in enforcing these provisions (unless one of them is not the substantially prevailing party in any legal action brought for such purposes). In addition to its other rights and remedies, Bank shall have the right Employment Agreement Page 7

such persons have previously conducted business with the Employee in any capacity, or any information as to Bank's Employees and others providing services to Bank or its affiliates, including with respect to their abilities, compensation, benefits and other terms of employment or engagement. (iv) Upon the termination of the Employee's employment with Bank, the Employee shall promptly deliver to Bank all customer files, correspondence, manuals, notes, notebooks, reports and copies thereof, and all other materials relating to Bank's business, including without limitation any materials incorporating Confidential Information, which are in the possession or control of the Employee. (v) The Employee acknowledges that Bank would not enter into this Agreement without the assurances provided above with respect to the Confidential Information of Bank and its affiliates. After expiration of the Term, Confidential Information for purposes of this Agreement shall be deemed not to include information which is generally available to the public, other than as a result of a breach by any person of an obligation of confidentiality. (c) Continuing Obligations. The Employee acknowledges that Bank would be irreparably banned and that monetary damages would not provide an adequate remedy to it in the event the covenants contained in subsections (a) and (b) of this Section 9 were not complied with in accordance with their terms. Accordingly, the Employee agrees that any breach or threatened breach by him or her of any provision of subsections (a) and (b) of this Section 9 shall entitle Bank to injunctive and other equitable relief to secure the enforcement of these provisions, in addition to any other remedies which may be available to it and it shall be entitled to receive from the Employee reimbursement for all attorneys' fees and expenses incurred by it in enforcing these provisions (unless one of them is not the substantially prevailing party in any legal action brought for such purposes). In addition to its other rights and remedies, Bank shall have the right Employment Agreement Page 7

to require the Employee to account for and pay over to it all compensation, profits, money, accruals and other benefits derived or received, directly or indirectly, by the Employee from any action constituting a breach of subsection (a) or subsection (b) of this Section 9. It is the desire and intent of the parties that the provisions of this Section 9 be enforced in full; however, if any provisions of this Section 9 relating to the time period, scope of activities or geographic area of restrictions is declared by a court of competent jurisdiction to exceed the maximum permissible time period, scope of activities or geographic area, the maximum time period, scope of activities or geographic area, as the case may be, shall be reduced to the maximum which such court deems enforceable. If any provisions of this Section 9 other than those described in the preceding sentence are adjudicated to be invalid or unenforceable, the invalid or unenforceable provisions shall be deemed amended (with respect only to the jurisdiction in which such adjudication is made) in such manner as to render them enforceable and to effectuate as nearly as possible the original intentions and agreement of the parties. (d) Modification of Restrictive Period. In the event this Agreement is terminated either by Bank at any time for any reason other than for Cause, as defined in Section 10 herein, the term "Restrictive Period" as described in Section 9(a) shall terminate on the date all amounts otherwise payable to the Employee either have been paid to him or should have been paid to him pursuant to the terms of this Agreement. Service by Bank of written notice of non extension to the Employee pursuant to Section 2 of this Agreement shall not constitute a termination of this Agreement for purposes of this Section 9(d). 10. Termination. During the term of this Agreement, employment, including without limitation, except as otherwise provided in this Section 10 and Section 12, all compensation, salary, expenses reimbursement, and the Employee benefits may be terminated as follows: (a) At the election of Bank for Cause; Employment Agreement

to require the Employee to account for and pay over to it all compensation, profits, money, accruals and other benefits derived or received, directly or indirectly, by the Employee from any action constituting a breach of subsection (a) or subsection (b) of this Section 9. It is the desire and intent of the parties that the provisions of this Section 9 be enforced in full; however, if any provisions of this Section 9 relating to the time period, scope of activities or geographic area of restrictions is declared by a court of competent jurisdiction to exceed the maximum permissible time period, scope of activities or geographic area, the maximum time period, scope of activities or geographic area, as the case may be, shall be reduced to the maximum which such court deems enforceable. If any provisions of this Section 9 other than those described in the preceding sentence are adjudicated to be invalid or unenforceable, the invalid or unenforceable provisions shall be deemed amended (with respect only to the jurisdiction in which such adjudication is made) in such manner as to render them enforceable and to effectuate as nearly as possible the original intentions and agreement of the parties. (d) Modification of Restrictive Period. In the event this Agreement is terminated either by Bank at any time for any reason other than for Cause, as defined in Section 10 herein, the term "Restrictive Period" as described in Section 9(a) shall terminate on the date all amounts otherwise payable to the Employee either have been paid to him or should have been paid to him pursuant to the terms of this Agreement. Service by Bank of written notice of non extension to the Employee pursuant to Section 2 of this Agreement shall not constitute a termination of this Agreement for purposes of this Section 9(d). 10. Termination. During the term of this Agreement, employment, including without limitation, except as otherwise provided in this Section 10 and Section 12, all compensation, salary, expenses reimbursement, and the Employee benefits may be terminated as follows: (a) At the election of Bank for Cause; Employment Agreement Page 8

(b) As used herein, the term "Cause" shall mean the occurrence of one or more of the following: (i) an act of fraud; (ii) an act of embezzlement; (iii) conviction of the Employee of any felony; (iv) any event, condition or circumstance which, pursuant to the provisions of federal or state law, renders the Employee unemployable by Bank or any of its affiliates (v) a material breach of, or the willful failure or refusal by the Employee to perform and discharge the Employee's duties, responsibilities and obligations as an officer of Bank or any of its affiliates; (vi) any act of moral turpitude or willful misconduct by the Employee intended to result in personal enrichment of the Employee at the expense of Bank or any of its affiliates; (vii) any act which has a material adverse impact on the business or reputation of Bank or any of its affiliates (such determination to be made by the Chief Executive Officer in his reasonable judgment); (viii) any intentional material damage to the property or business of Bank; (ix) an act constituting gross negligence; (x) the ineligibility of the Employee to perform his duties because of a ruling, directive or other action by any agency of the United States or any state of the United States having regulatory authority over Bank or any of its affiliates; or (xi) any willful violation of any federal banking law, state banking law or any regulation or rule promulgated thereunder. (c) Upon the Employee's death, or, at the election of either party, upon the Employee's disability as determined in accordance with the standards and procedures under the Employee's then current long-term disability insurance coverage provided by Bank, or, if such disability insurance coverage provided by Bank is not then in place, upon the Employee's disability resulting in inability to perform the duties described in Section 3 of this Agreement for a period of ninety (90) consecutive days. (d) At the Employee's election by delivery of the thirty (30) days notice thereof. (e) Provided there has not occurred a Change in Control as set forth in Section 12 of this Agreement, if this Agreement is terminated by Bank at any time for any reason other than for Employment Agreement

(b) As used herein, the term "Cause" shall mean the occurrence of one or more of the following: (i) an act of fraud; (ii) an act of embezzlement; (iii) conviction of the Employee of any felony; (iv) any event, condition or circumstance which, pursuant to the provisions of federal or state law, renders the Employee unemployable by Bank or any of its affiliates (v) a material breach of, or the willful failure or refusal by the Employee to perform and discharge the Employee's duties, responsibilities and obligations as an officer of Bank or any of its affiliates; (vi) any act of moral turpitude or willful misconduct by the Employee intended to result in personal enrichment of the Employee at the expense of Bank or any of its affiliates; (vii) any act which has a material adverse impact on the business or reputation of Bank or any of its affiliates (such determination to be made by the Chief Executive Officer in his reasonable judgment); (viii) any intentional material damage to the property or business of Bank; (ix) an act constituting gross negligence; (x) the ineligibility of the Employee to perform his duties because of a ruling, directive or other action by any agency of the United States or any state of the United States having regulatory authority over Bank or any of its affiliates; or (xi) any willful violation of any federal banking law, state banking law or any regulation or rule promulgated thereunder. (c) Upon the Employee's death, or, at the election of either party, upon the Employee's disability as determined in accordance with the standards and procedures under the Employee's then current long-term disability insurance coverage provided by Bank, or, if such disability insurance coverage provided by Bank is not then in place, upon the Employee's disability resulting in inability to perform the duties described in Section 3 of this Agreement for a period of ninety (90) consecutive days. (d) At the Employee's election by delivery of the thirty (30) days notice thereof. (e) Provided there has not occurred a Change in Control as set forth in Section 12 of this Agreement, if this Agreement is terminated by Bank at any time for any reason other than for Employment Agreement Page 9

Cause or Employee's disability, then Bank shall pay to the Employee as the Employee's sole remedy hereunder the compensation and benefits remaining under this Agreement, at a rate no less than the Employee's Base Salary for the previous twelve months for a term equal to the remaining months of the Term of this Agreement. (f) If the Agreement is terminated because of the death of the Employee or by Bank either for Cause or by Bank or Employee because of the disability of the Employee or by the Employee pursuant to Section 10(d) of this Agreement, the Employee shall receive no further compensation or benefits, other than the Employee's Base Salary through the date of such termination. 11. Notices. All notices provided for herein shall be in writing and shall be deemed to be given when delivered in person or deposited in the United States Mail, registered or certified, return receipt requested, with proper postage prepaid and addressed as follows:
Bank: The Park Avenue Bank 3102 North Oak Street Extension Valdosta, Georgia 31602 Attn: Chief Executive Officer

with a copy to: Thompson Kurrie, Jr., Esquire Coleman, Talley, Newbern, Kurrie, Preston & Holland P. O Box 5437 Valdosta, Georgia 31603

Cause or Employee's disability, then Bank shall pay to the Employee as the Employee's sole remedy hereunder the compensation and benefits remaining under this Agreement, at a rate no less than the Employee's Base Salary for the previous twelve months for a term equal to the remaining months of the Term of this Agreement. (f) If the Agreement is terminated because of the death of the Employee or by Bank either for Cause or by Bank or Employee because of the disability of the Employee or by the Employee pursuant to Section 10(d) of this Agreement, the Employee shall receive no further compensation or benefits, other than the Employee's Base Salary through the date of such termination. 11. Notices. All notices provided for herein shall be in writing and shall be deemed to be given when delivered in person or deposited in the United States Mail, registered or certified, return receipt requested, with proper postage prepaid and addressed as follows:
Bank: The Park Avenue Bank 3102 North Oak Street Extension Valdosta, Georgia 31602 Attn: Chief Executive Officer

with a copy to: Thompson Kurrie, Jr., Esquire Coleman, Talley, Newbern, Kurrie, Preston & Holland P. O Box 5437 Valdosta, Georgia 31603

Employment Agreement Page 10

Employee: Jay Torbert 409 Shirley Place Valdosta, GA 31605 12. Change in Control. None of the benefits provided in Section 12 of this Agreement shall be payable to the Employee unless (i) there shall have been a Change in Control, as set forth in this Section 12, and (ii) the Employee is employed by Bank or any of its affiliates at such time. (a) A "Change in Control" shall mean (i) the acquisition, directly or indirectly, by any person of securities of Bank or PAB Bankshares, Inc., a Georgia corporation currently holding all of the issued and outstanding common stock of Bank ("Bankshares") (not including in the securities beneficially owned by such person any securities acquired directly from Bank or Bankshares) representing an aggregate of 30% or more of the combined voting power of Bank's or Bankshares' then outstanding voting securities other than an acquisition by: (A) any employee plan established by Bank or Bankshares; (B) Bank, Bankshares or any of their affiliates (as defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934); (C) an underwriter temporarily holding securities pursuant to an offering of such securities; (D) a corporation owned, directly or indirectly, by stockholders of Bank or Bankshares in substantially the same proportions as their ownership of Bank or Bankshares; or (E) merger, consolidation, or similar transaction of Bank or Bankshares with any other corporation which is duly approved by the stockholders of Bank or Bankshares; (ii) during any period of up to two consecutive years, individuals who, at the beginning of such period, constitute the Board of Directors of Bank or Employment Agreement

Employee: Jay Torbert 409 Shirley Place Valdosta, GA 31605 12. Change in Control. None of the benefits provided in Section 12 of this Agreement shall be payable to the Employee unless (i) there shall have been a Change in Control, as set forth in this Section 12, and (ii) the Employee is employed by Bank or any of its affiliates at such time. (a) A "Change in Control" shall mean (i) the acquisition, directly or indirectly, by any person of securities of Bank or PAB Bankshares, Inc., a Georgia corporation currently holding all of the issued and outstanding common stock of Bank ("Bankshares") (not including in the securities beneficially owned by such person any securities acquired directly from Bank or Bankshares) representing an aggregate of 30% or more of the combined voting power of Bank's or Bankshares' then outstanding voting securities other than an acquisition by: (A) any employee plan established by Bank or Bankshares; (B) Bank, Bankshares or any of their affiliates (as defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934); (C) an underwriter temporarily holding securities pursuant to an offering of such securities; (D) a corporation owned, directly or indirectly, by stockholders of Bank or Bankshares in substantially the same proportions as their ownership of Bank or Bankshares; or (E) merger, consolidation, or similar transaction of Bank or Bankshares with any other corporation which is duly approved by the stockholders of Bank or Bankshares; (ii) during any period of up to two consecutive years, individuals who, at the beginning of such period, constitute the Board of Directors of Bank or Employment Agreement Page 11

Bankshares cease for any reason to constitute at least a majority thereof, provided that any person who becomes a director subsequent to the beginning of such period and whose nomination for election is approved by at least two-thirds of the directors then still in office who either were directors at the beginning of such period or whose election or nomination for election was previously so approved (other than a director (A) whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors of Bank or Bankshares, as such terms are used in Rule 14a-11 of Regulation 14A under the Securities Exchange Act of 1934, or (B) who was designated by a person who has entered into an agreement with Bank or Bankshares to effect a transaction described in clause (i) or (iii) of this Section 12 (a)) shall be deemed a director as of the beginning of such period; or (iii) the stockholders of Bank or Bankshares approve a merger or consolidation of Bank or Bankshares with any other bank or corporation other than (A) a merger or consolidation that would result in the voting securities of Bank or Bankshares outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of any bank, at least 51% of the combined voting power of the voting securities of Bank, Bankshares or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (B) a merger or consolidation effected to implement a recapitalization of Bank or Bankshares (or similar transaction) in which no person is or becomes the beneficial owner (as defined in clause (i) above), directly or indirectly, of securities of Bank or Bankshares (not including in the securities beneficially owned by such person any securities acquired directly from Bank or Bankshares) Employment Agreement Page 12

representing 30% or more of the combined voting power of Bank's or Bankshares' then outstanding voting securities; or (C) a plan of complete liquidation of Bank or Bankshares or an agreement for the sale or disposition of Bank or Bankshares of all or substantially all of the assets of either.

Bankshares cease for any reason to constitute at least a majority thereof, provided that any person who becomes a director subsequent to the beginning of such period and whose nomination for election is approved by at least two-thirds of the directors then still in office who either were directors at the beginning of such period or whose election or nomination for election was previously so approved (other than a director (A) whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors of Bank or Bankshares, as such terms are used in Rule 14a-11 of Regulation 14A under the Securities Exchange Act of 1934, or (B) who was designated by a person who has entered into an agreement with Bank or Bankshares to effect a transaction described in clause (i) or (iii) of this Section 12 (a)) shall be deemed a director as of the beginning of such period; or (iii) the stockholders of Bank or Bankshares approve a merger or consolidation of Bank or Bankshares with any other bank or corporation other than (A) a merger or consolidation that would result in the voting securities of Bank or Bankshares outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of any bank, at least 51% of the combined voting power of the voting securities of Bank, Bankshares or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (B) a merger or consolidation effected to implement a recapitalization of Bank or Bankshares (or similar transaction) in which no person is or becomes the beneficial owner (as defined in clause (i) above), directly or indirectly, of securities of Bank or Bankshares (not including in the securities beneficially owned by such person any securities acquired directly from Bank or Bankshares) Employment Agreement Page 12

representing 30% or more of the combined voting power of Bank's or Bankshares' then outstanding voting securities; or (C) a plan of complete liquidation of Bank or Bankshares or an agreement for the sale or disposition of Bank or Bankshares of all or substantially all of the assets of either. (b) Following the date of occurrence of a Change in Control, if Bank terminates the Employee without Cause, or if Bank serves the Employee with written notice of non extension of the Term pursuant to Section 2 of this Agreement or if Bank takes any action specified in Section 12(c) of this Agreement, (the Termination of Employment), Bank shall pay the Employee a lump sum cash payment in an amount equal to the Employee's annual compensation from Bank, including salary, bonuses, all perquisites, and all other forms of compensation paid to the Employee for his benefit or the benefit of his family, however characterized, for the fiscal year during the term of this Agreement for which such compensation was highest. The payment provided for in this Section 12(b) shall be due and payable to the Employee within thirty (30) days after the date of the Termination of Employment. (c) Following the effective date of a Change in Control, if Bank takes any of the following actions during the Term, such action shall be deemed to be a termination without Cause. Those actions are: (i) a reduction in the Employee's salary, bonus provisions or other perquisites as were in effect immediately prior to a Change in Control of Bank, (ii) a material change in the Employee's status, offices, titles, reporting requirements, duties or responsibilities with Bank as in effect on the effective date of this Agreement (iii) the failure by Bank to increase the Employee's salary annually in accordance with an established procedure, or (iv) due to Bank's requirement that Employee relocate more than fifty (50) miles from the offices of his present employment. In any such event, Employee shall be entitled to all payments provided for in Section 12(b) of this Agreement. Employment Agreement Page 13 13. Resolution of Disputes: Arbitration. (a) Except as contemplated in Section 9, Bank and the Employee shall use their best efforts to resolve any dispute, controversy or claim between them with respect to any matter related to or arising out of this Agreement

representing 30% or more of the combined voting power of Bank's or Bankshares' then outstanding voting securities; or (C) a plan of complete liquidation of Bank or Bankshares or an agreement for the sale or disposition of Bank or Bankshares of all or substantially all of the assets of either. (b) Following the date of occurrence of a Change in Control, if Bank terminates the Employee without Cause, or if Bank serves the Employee with written notice of non extension of the Term pursuant to Section 2 of this Agreement or if Bank takes any action specified in Section 12(c) of this Agreement, (the Termination of Employment), Bank shall pay the Employee a lump sum cash payment in an amount equal to the Employee's annual compensation from Bank, including salary, bonuses, all perquisites, and all other forms of compensation paid to the Employee for his benefit or the benefit of his family, however characterized, for the fiscal year during the term of this Agreement for which such compensation was highest. The payment provided for in this Section 12(b) shall be due and payable to the Employee within thirty (30) days after the date of the Termination of Employment. (c) Following the effective date of a Change in Control, if Bank takes any of the following actions during the Term, such action shall be deemed to be a termination without Cause. Those actions are: (i) a reduction in the Employee's salary, bonus provisions or other perquisites as were in effect immediately prior to a Change in Control of Bank, (ii) a material change in the Employee's status, offices, titles, reporting requirements, duties or responsibilities with Bank as in effect on the effective date of this Agreement (iii) the failure by Bank to increase the Employee's salary annually in accordance with an established procedure, or (iv) due to Bank's requirement that Employee relocate more than fifty (50) miles from the offices of his present employment. In any such event, Employee shall be entitled to all payments provided for in Section 12(b) of this Agreement. Employment Agreement Page 13 13. Resolution of Disputes: Arbitration. (a) Except as contemplated in Section 9, Bank and the Employee shall use their best efforts to resolve any dispute, controversy or claim between them with respect to any matter related to or arising out of this Agreement (each, a "Dispute") through negotiation. Such negotiation shall begin immediately after a party has delivered to the other party a written request for such negotiation. If within 60 days following the date on which such notice is given, the parties fail to resolve the dispute through such negotiations, then either party may initiate an arbitration proceeding in accordance with this Section 13. (b) Subject to Section 13(a), any Dispute shall be referred to and finally resolved by arbitration administered by the American Arbitration Association (the "AAA") in accordance with the Commercial Arbitration Rules of the AAA and the provisions of this Section 13, before a single arbitrator to be appointed by the mutual consent of Bank and the Employee. In the event that the parties cannot agree on an arbitrator, the parties agree that the AAA shall designate an arbitrator. The arbitration proceedings shall be held in a Valdosta, Georgia. (c) The arbitrator shall decide the Dispute in accordance with this Agreement and the laws of the State of Georgia applicable to agreements made and to be performed entirely within such State. The decision of the arbitrator shall be in writing and presented in separate findings of fact and law. The award of the arbitrator shall be final and binding on the parties from which no appeal may be taken, and an order confirming the award or judgment upon the award may be entered into in any court having jurisdiction there over. (d) Prior to the appointment of the arbitrator, Bank or the Employee may take provisional remedies, including, without limitation, temporary restraining orders and preliminary injunctions. After the appointment of the arbitrator, the arbitrator shall have sole authority to Employment Agreement Page 14

13. Resolution of Disputes: Arbitration. (a) Except as contemplated in Section 9, Bank and the Employee shall use their best efforts to resolve any dispute, controversy or claim between them with respect to any matter related to or arising out of this Agreement (each, a "Dispute") through negotiation. Such negotiation shall begin immediately after a party has delivered to the other party a written request for such negotiation. If within 60 days following the date on which such notice is given, the parties fail to resolve the dispute through such negotiations, then either party may initiate an arbitration proceeding in accordance with this Section 13. (b) Subject to Section 13(a), any Dispute shall be referred to and finally resolved by arbitration administered by the American Arbitration Association (the "AAA") in accordance with the Commercial Arbitration Rules of the AAA and the provisions of this Section 13, before a single arbitrator to be appointed by the mutual consent of Bank and the Employee. In the event that the parties cannot agree on an arbitrator, the parties agree that the AAA shall designate an arbitrator. The arbitration proceedings shall be held in a Valdosta, Georgia. (c) The arbitrator shall decide the Dispute in accordance with this Agreement and the laws of the State of Georgia applicable to agreements made and to be performed entirely within such State. The decision of the arbitrator shall be in writing and presented in separate findings of fact and law. The award of the arbitrator shall be final and binding on the parties from which no appeal may be taken, and an order confirming the award or judgment upon the award may be entered into in any court having jurisdiction there over. (d) Prior to the appointment of the arbitrator, Bank or the Employee may take provisional remedies, including, without limitation, temporary restraining orders and preliminary injunctions. After the appointment of the arbitrator, the arbitrator shall have sole authority to Employment Agreement Page 14

grant such provisional remedies as the arbitrator, in its sole discretion, deems necessary and appropriate. (e) The arbitrator, in the award, may assess the fees and expenses of the arbitrator and of the arbitration proceeding, and the witness and attorneys' fees of the parties, or any part thereof, against either Bank or the Employee or both of them, taking into account the circumstances of the case. Except as assessed by the arbitrator in the award and as provided in the next succeeding sentence, Bank and the Employee shall each bear their own costs in connection with the arbitration proceeding, and shall each bear 50% of the fees and expenses of the arbitrator. 14. Miscellaneous. (a) Modification, Waiver, etc. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by the Employee and a duly authorized officer of Bank. No waiver by any party hereto at any time of any breach of another party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. This Agreement shall be binding on and inure to the benefit of the successors and assigns of Bank. (b) Withholding Taxes. Bank may withhold from amounts payable under this Agreement such Federal, state and local taxes as are required to be withheld pursuant to any applicable law or regulation and Bank shall be authorized to take such action as may be necessary in the opinion of Bank's counsel (including, without limitation, withholding from amounts from any compensation or other amount owing from Bank to Employee) to satisfy all obligations for the payment of such taxes. Employment Agreement Page 15 (c) Continuation of Employment. Unless the parties otherwise agree in writing, continuation of Employee's

grant such provisional remedies as the arbitrator, in its sole discretion, deems necessary and appropriate. (e) The arbitrator, in the award, may assess the fees and expenses of the arbitrator and of the arbitration proceeding, and the witness and attorneys' fees of the parties, or any part thereof, against either Bank or the Employee or both of them, taking into account the circumstances of the case. Except as assessed by the arbitrator in the award and as provided in the next succeeding sentence, Bank and the Employee shall each bear their own costs in connection with the arbitration proceeding, and shall each bear 50% of the fees and expenses of the arbitrator. 14. Miscellaneous. (a) Modification, Waiver, etc. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by the Employee and a duly authorized officer of Bank. No waiver by any party hereto at any time of any breach of another party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. This Agreement shall be binding on and inure to the benefit of the successors and assigns of Bank. (b) Withholding Taxes. Bank may withhold from amounts payable under this Agreement such Federal, state and local taxes as are required to be withheld pursuant to any applicable law or regulation and Bank shall be authorized to take such action as may be necessary in the opinion of Bank's counsel (including, without limitation, withholding from amounts from any compensation or other amount owing from Bank to Employee) to satisfy all obligations for the payment of such taxes. Employment Agreement Page 15 (c) Continuation of Employment. Unless the parties otherwise agree in writing, continuation of Employee's employment with Bank beyond the expiration of the Term shall be deemed an employment at will and shall not be deemed to extend any of the provisions of this Agreement and Employee's employment may thereafter be terminated at will by Employee or Bank without further obligation of either party hereunder. (d) Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Georgia applicable to agreements made and to be performed entirely in Georgia, without regard to the conflict of laws principles of such State. (e) Assignment. This Agreement is a personal contract, and the rights and interests of the Employee hereunder may not, during the Term, be sold, transferred, assigned, pledged or hypothecated. This Agreement may be assigned by Bank to a bank organized under the laws of one of the States of the United States which is whollyowned or controlled directly or indirectly by Bankshares, or which is a successor-in-interest to substantially all of the business operations of Bank. Such assignment shall become effective when Bank, shall have notified the Employee of such assignment or at such later date as may be specified in such notice. Upon such assignment the rights and obligations of Bank, hereunder shall become the rights and obligations of such transferee entity, and Bank shall have no further rights or obligations hereunder. (f) Severability of Invalid or Unenforceable Provisions. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. Employment Agreement Page 16 (g) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same instrument. (h) Definition of Terms. The term "affiliate", when used in this Agreement with respect to any person, means any

(c) Continuation of Employment. Unless the parties otherwise agree in writing, continuation of Employee's employment with Bank beyond the expiration of the Term shall be deemed an employment at will and shall not be deemed to extend any of the provisions of this Agreement and Employee's employment may thereafter be terminated at will by Employee or Bank without further obligation of either party hereunder. (d) Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Georgia applicable to agreements made and to be performed entirely in Georgia, without regard to the conflict of laws principles of such State. (e) Assignment. This Agreement is a personal contract, and the rights and interests of the Employee hereunder may not, during the Term, be sold, transferred, assigned, pledged or hypothecated. This Agreement may be assigned by Bank to a bank organized under the laws of one of the States of the United States which is whollyowned or controlled directly or indirectly by Bankshares, or which is a successor-in-interest to substantially all of the business operations of Bank. Such assignment shall become effective when Bank, shall have notified the Employee of such assignment or at such later date as may be specified in such notice. Upon such assignment the rights and obligations of Bank, hereunder shall become the rights and obligations of such transferee entity, and Bank shall have no further rights or obligations hereunder. (f) Severability of Invalid or Unenforceable Provisions. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. Employment Agreement Page 16 (g) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same instrument. (h) Definition of Terms. The term "affiliate", when used in this Agreement with respect to any person, means any person that, directly or indirectly, controls, is controlled by or is under common control with such person, and with respect to any natural person, includes the members of such person's immediate family (spouse, children and parents). The term "person", when used in this Agreement, means any natural person or entity with legal status. (i) Entire Agreement. This Agreement, together with Appendix I, sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supersedes all prior agreements, understandings, promises, covenants, arrangements and communications, both oral or written, among the parties hereto in respect of the subject matter contained herein. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first written above. "Employee"
/s/ Jay Torbert (SEAL) ---------------------------------Jay Torbert

"Bank" The Park Avenue Bank and PAB Bankshares
By: /s/ Michael Ricketson ------------------------------Name: Michael Ricketson Title: Chief Executive Officer

Employment Agreement

(g) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same instrument. (h) Definition of Terms. The term "affiliate", when used in this Agreement with respect to any person, means any person that, directly or indirectly, controls, is controlled by or is under common control with such person, and with respect to any natural person, includes the members of such person's immediate family (spouse, children and parents). The term "person", when used in this Agreement, means any natural person or entity with legal status. (i) Entire Agreement. This Agreement, together with Appendix I, sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supersedes all prior agreements, understandings, promises, covenants, arrangements and communications, both oral or written, among the parties hereto in respect of the subject matter contained herein. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first written above. "Employee"
/s/ Jay Torbert (SEAL) ---------------------------------Jay Torbert

"Bank" The Park Avenue Bank and PAB Bankshares
By: /s/ Michael Ricketson ------------------------------Name: Michael Ricketson Title: Chief Executive Officer

Employment Agreement Page 17

Appendix I to Employment Agreement Between Jay Torbert and The Park Avenue Bank and PAB Bankshares (the "Employment Agreement") Capitalized terms used herein shall have the meanings set forth in the Employment Agreement. A. Capacity, Duties and Responsibilities. Senior Vice President and Chief Financial Officer B. Compensation. Annual Base Salary: $91,000.00
Bonus: Other bonus to be determined in accordance with the plan established by the Board of Directors.

C.

Benefits. --------

During Employee's employment, Bank shall furnish to Employee the following: Auto allowance of $500 per month.

Appendix I to Employment Agreement Between Jay Torbert and The Park Avenue Bank and PAB Bankshares (the "Employment Agreement") Capitalized terms used herein shall have the meanings set forth in the Employment Agreement. A. Capacity, Duties and Responsibilities. Senior Vice President and Chief Financial Officer B. Compensation. Annual Base Salary: $91,000.00
Bonus: Other bonus to be determined in accordance with the plan established by the Board of Directors.

C.

Benefits. --------

During Employee's employment, Bank shall furnish to Employee the following: Auto allowance of $500 per month. D. Options. Awarded from time to time of PAB Bankshares, Inc. common stock in accordance with the terms of the PAB Bankshares Stock Option Plan. Employment Agreement Page 18 EXHIBIT 10.9 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement"), made and entered into as of August 30, 2000, by and between M. Burke Welsh, Jr., a resident of the State of Georgia (the "Executive") and PAB Bankshares, Inc., a bank holding company organized under the laws of the State of Georgia ("Bankshares") WITNESSETH: WHEREAS, the board of directors of Bankshares (the "Board of Directors") desires Bankshares to employ the Executive, and the Executive desires to be employed by Bankshares, on the terms and conditions set forth in this Agreement. relationship; NOW, THEREFORE, in consideration of the employment of the Executive by Bankshares, of the premises and the mutual promises and covenants contained herein, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: 1. Employment. Bankshares hereby employs the Executive, and the Executive hereby accepts such employment, on the terms and conditions set forth in this Agreement. The Executive represents and warrants that he is not a signatory to, or otherwise bound by, any agreement that would prevent or materially impair his ability to accept and perform the employment duties contemplated by this Agreement. 2. Term. Subject to the provisions of Sections 10 and 12 of this

EXHIBIT 10.9 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement"), made and entered into as of August 30, 2000, by and between M. Burke Welsh, Jr., a resident of the State of Georgia (the "Executive") and PAB Bankshares, Inc., a bank holding company organized under the laws of the State of Georgia ("Bankshares") WITNESSETH: WHEREAS, the board of directors of Bankshares (the "Board of Directors") desires Bankshares to employ the Executive, and the Executive desires to be employed by Bankshares, on the terms and conditions set forth in this Agreement. relationship; NOW, THEREFORE, in consideration of the employment of the Executive by Bankshares, of the premises and the mutual promises and covenants contained herein, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: 1. Employment. Bankshares hereby employs the Executive, and the Executive hereby accepts such employment, on the terms and conditions set forth in this Agreement. The Executive represents and warrants that he is not a signatory to, or otherwise bound by, any agreement that would prevent or materially impair his ability to accept and perform the employment duties contemplated by this Agreement. 2. Term. Subject to the provisions of Sections 10 and 12 of this Agreement, the period of Executive's employment under this Agreement shall be deemed to have commenced as of August 30, 2000 (the "Effective Date"), and shall continue for a period of 24 calendar months thereafter and any extensions thereof pursuant to the provisions of this Agreement (the "Term"), unless the Executive dies before the end of such 24 month period (as extended), in which case the Term shall continue until the end of the month of such death. The Term of this Agreement shall automatically be extended for an additional 12-full-calendarmonth period, without further action by the parties, commencing on the first anniversary of the Effective Date of this Employment Agreement Page 1

Agreement and on each anniversary thereafter. No such automatic extension shall occur if either party shall, at least 90 days prior to any said anniversary, have served written notice upon the other of its intention that this Agreement shall not be so extended. 3. Title, Office, Capacity, Duties and Responsibilities. The Executive shall hold the title and office of, and shall serve in the capacity or capacities of, Vice President of Bankshares, having the duties and responsibilities set forth in Section A of Appendix I attached hereto and such other duties and responsibilities, consistent with such title and office, as may be determined from time to time by the Board of Directors. During the Term, the Executive shall devote his full time and best efforts, during normal business hours, to the business and affairs of Bankshares, except for vacations, illness or as otherwise agreed to by the Board of Directors and the Executive. Subject to his election or appointment as such, the Executive agrees to serve during the Term without additional compensation as an officer of any of Bankshares' affiliates. 4. Place of Performance. The Executive shall be based and shall perform his duties at the offices of Bankshares set forth in Section B of Appendix I attached hereto. 5. Compensation. (a) Base Salary. Subject to Section 10, during the Term, the Executive shall receive from Bankshares the annual base salary set forth in Section C of Appendix I attached hereto (as in effect from time to time, the "BASE

Agreement and on each anniversary thereafter. No such automatic extension shall occur if either party shall, at least 90 days prior to any said anniversary, have served written notice upon the other of its intention that this Agreement shall not be so extended. 3. Title, Office, Capacity, Duties and Responsibilities. The Executive shall hold the title and office of, and shall serve in the capacity or capacities of, Vice President of Bankshares, having the duties and responsibilities set forth in Section A of Appendix I attached hereto and such other duties and responsibilities, consistent with such title and office, as may be determined from time to time by the Board of Directors. During the Term, the Executive shall devote his full time and best efforts, during normal business hours, to the business and affairs of Bankshares, except for vacations, illness or as otherwise agreed to by the Board of Directors and the Executive. Subject to his election or appointment as such, the Executive agrees to serve during the Term without additional compensation as an officer of any of Bankshares' affiliates. 4. Place of Performance. The Executive shall be based and shall perform his duties at the offices of Bankshares set forth in Section B of Appendix I attached hereto. 5. Compensation. (a) Base Salary. Subject to Section 10, during the Term, the Executive shall receive from Bankshares the annual base salary set forth in Section C of Appendix I attached hereto (as in effect from time to time, the "BASE SALARY"). The Base Salary shall be payable in regular installments in accordance with the customary executive payroll practices of Bankshares. The Board of Directors shall review the Executive's Base Salary annually and in its sole discretion may adjust the Executive's Base Salary from year to year during the Term of this Agreement. The annual adjustment of Base Salary, will be determined by the Board of Directors, after taking into account, among other things, changes in the cost of living, Executive's performance and the performance of Bankshares. Any action or review by Employment Agreement Page 2

the Board of Directors may be delegated to an appropriate committee thereof. (b) Incentive Compensation. In addition to Base Salary and subject to Section 10, with respect to each fiscal year of Bankshares during the Term, the Executive shall be eligible to earn and to accrue incentive, or bonus, compensation (the "Bonus Amount"), as determined by the Board of Directors from time to time. 6. Expenses. During the Term, the Executive shall be entitled to receive from Bankshares prompt reimbursement for all reasonable travel and business expenses incurred by him (in accordance with the policies and procedures established by the Board of Directors from time to time for Bankshares' employees) in performing services hereunder, upon presentation of expense statements or vouchers and such other information as Bankshares may reasonably require. 7. Employee Benefits. (a) General. The Executive shall be entitled to participate in all Employee benefit plans, programs and arrangements of Bankshares, now or hereafter made available to employees of Bankshares, as such plans, programs and arrangements may be in effect from time to time. Without limiting the foregoing, during the Term, the Executive shall enjoy the benefits described in Section D of Appendix I attached hereto. Without limitation of the Executive's rights under Section 5(b) and Section 8, the compensation committee of the Board of Directors or the Board of Directors shall determine, from time to time, the extent to which the Executive shall have the right to participate in other bonus, incentive compensation, stock option or purchase plans. Bankshares shall indemnify the Executive and hold the Executive harmless from and against any claim, loss or cause of action arising from or out of the Executive's Employment Agreement

the Board of Directors may be delegated to an appropriate committee thereof. (b) Incentive Compensation. In addition to Base Salary and subject to Section 10, with respect to each fiscal year of Bankshares during the Term, the Executive shall be eligible to earn and to accrue incentive, or bonus, compensation (the "Bonus Amount"), as determined by the Board of Directors from time to time. 6. Expenses. During the Term, the Executive shall be entitled to receive from Bankshares prompt reimbursement for all reasonable travel and business expenses incurred by him (in accordance with the policies and procedures established by the Board of Directors from time to time for Bankshares' employees) in performing services hereunder, upon presentation of expense statements or vouchers and such other information as Bankshares may reasonably require. 7. Employee Benefits. (a) General. The Executive shall be entitled to participate in all Employee benefit plans, programs and arrangements of Bankshares, now or hereafter made available to employees of Bankshares, as such plans, programs and arrangements may be in effect from time to time. Without limiting the foregoing, during the Term, the Executive shall enjoy the benefits described in Section D of Appendix I attached hereto. Without limitation of the Executive's rights under Section 5(b) and Section 8, the compensation committee of the Board of Directors or the Board of Directors shall determine, from time to time, the extent to which the Executive shall have the right to participate in other bonus, incentive compensation, stock option or purchase plans. Bankshares shall indemnify the Executive and hold the Executive harmless from and against any claim, loss or cause of action arising from or out of the Executive's Employment Agreement Page 3

performance as an officer, or Employee of Bankshares, or any of Bankshares affiliates ,to the maximum extent permitted by law and the articles of incorporation and bylaws of Bankshares, or any of Bankshares affiliates. Bankshares shall maintain in full force and effect directors' and officers' liability insurance, unless the Board of Directors of Bankshares determines that the cost of such insurance is not commercially reasonable when compared to the coverage available. (b) Vacations. The Executive shall be entitled to annual vacations in accordance with Bankshares' vacation policies in effect from time to time for senior executives of Bankshares. The Executive shall also be entitled to all paid holidays and personal days given by Bankshares to its employees. 8. Stock Options. The Executive is granted or has previously been granted an option, or options, to purchase the number of shares of common stock in Bankshares, set forth in Section E of Appendix I and including any future options granted by the Board of Directors (the "OPTIONS"). The Options shall be exercisable in the manner (in whole or in part, from time to time) and at the price as established by the Board of Directors; provided however, if either (i) a Change in Control has occurred as set forth in Section 12 of this Agreement; or, (ii) this Agreement is terminated either (x) by Bankshares at any time for any reason other than for Cause, as defined in Section 10 herein; or, (y) by the Executive pursuant to Section 10(b) herein, all Options not previously vested shall become fully vested and fully exercisable on the date of such event. 9. Restrictive Covenants and Confidentiality. (a) Non-competition and Non-solicitation. (i) For a period commencing with the date of termination of the Executives' employment under this Agreement (the "EMPLOYMENT TERMINATION DATE") and ending two years after the Employment Termination Date (the Employment Agreement

performance as an officer, or Employee of Bankshares, or any of Bankshares affiliates ,to the maximum extent permitted by law and the articles of incorporation and bylaws of Bankshares, or any of Bankshares affiliates. Bankshares shall maintain in full force and effect directors' and officers' liability insurance, unless the Board of Directors of Bankshares determines that the cost of such insurance is not commercially reasonable when compared to the coverage available. (b) Vacations. The Executive shall be entitled to annual vacations in accordance with Bankshares' vacation policies in effect from time to time for senior executives of Bankshares. The Executive shall also be entitled to all paid holidays and personal days given by Bankshares to its employees. 8. Stock Options. The Executive is granted or has previously been granted an option, or options, to purchase the number of shares of common stock in Bankshares, set forth in Section E of Appendix I and including any future options granted by the Board of Directors (the "OPTIONS"). The Options shall be exercisable in the manner (in whole or in part, from time to time) and at the price as established by the Board of Directors; provided however, if either (i) a Change in Control has occurred as set forth in Section 12 of this Agreement; or, (ii) this Agreement is terminated either (x) by Bankshares at any time for any reason other than for Cause, as defined in Section 10 herein; or, (y) by the Executive pursuant to Section 10(b) herein, all Options not previously vested shall become fully vested and fully exercisable on the date of such event. 9. Restrictive Covenants and Confidentiality. (a) Non-competition and Non-solicitation. (i) For a period commencing with the date of termination of the Executives' employment under this Agreement (the "EMPLOYMENT TERMINATION DATE") and ending two years after the Employment Termination Date (the Employment Agreement Page 4

"RESTRICTED PERIOD"), the Executive shall not, and shall not permit any person subject to his direction or control to, directly or indirectly, anywhere within Twenty Five (25) miles of the offices of Bankshares, or any affiliate of Bankshares, at the location set forth in Section B of Appendix I attached hereto (the "TERRITORY"), engage in the business of banking or the origination of commercial, real estate or consumer loans (the "BUSINESS") or, whether alone or in association with others, as principal, officer, agent, executive, director or stockholder of any corporation, partnership, association or other entity, or through the investment of capital; lending of money or property, rendering of services or otherwise, engage, influence, control, have an interest in, or otherwise become actively involved with, any business which is competitive with the Business of Bankshares, or any of its affiliates. (ii) During the Restricted Period, the Executive shall not, and shall not permit any of his respective affiliates, employees, agents or others under his control to, directly or indirectly, on their own behalf or on behalf of any other person, (A) call upon, accept business from, or solicit the business of (or attempt to do any of the foregoing) any customer of Bankshares, or any of its affiliates, or any other person who is, or who had been at any time during the preceding 12 months, a customer of Bankshares or any of its affiliates in the Territory, (B) otherwise divert or attempt to divert any business from Bankshares or any of its affiliates operating in the Territory, (C) interfere with the business relationships between Bankshares and any of its affiliates operating in the Territory, on the one hand, and any of its respective customers or others with whom they have business relationships, on the other hand, or (D) recruit or otherwise solicit or induce, or enter into or participate in any plan or arrangement to cause, any Employment Agreement Page 5

"RESTRICTED PERIOD"), the Executive shall not, and shall not permit any person subject to his direction or control to, directly or indirectly, anywhere within Twenty Five (25) miles of the offices of Bankshares, or any affiliate of Bankshares, at the location set forth in Section B of Appendix I attached hereto (the "TERRITORY"), engage in the business of banking or the origination of commercial, real estate or consumer loans (the "BUSINESS") or, whether alone or in association with others, as principal, officer, agent, executive, director or stockholder of any corporation, partnership, association or other entity, or through the investment of capital; lending of money or property, rendering of services or otherwise, engage, influence, control, have an interest in, or otherwise become actively involved with, any business which is competitive with the Business of Bankshares, or any of its affiliates. (ii) During the Restricted Period, the Executive shall not, and shall not permit any of his respective affiliates, employees, agents or others under his control to, directly or indirectly, on their own behalf or on behalf of any other person, (A) call upon, accept business from, or solicit the business of (or attempt to do any of the foregoing) any customer of Bankshares, or any of its affiliates, or any other person who is, or who had been at any time during the preceding 12 months, a customer of Bankshares or any of its affiliates in the Territory, (B) otherwise divert or attempt to divert any business from Bankshares or any of its affiliates operating in the Territory, (C) interfere with the business relationships between Bankshares and any of its affiliates operating in the Territory, on the one hand, and any of its respective customers or others with whom they have business relationships, on the other hand, or (D) recruit or otherwise solicit or induce, or enter into or participate in any plan or arrangement to cause, any Employment Agreement Page 5

person who is an employee of, or otherwise performing services for, Bankshares or any of its affiliates to terminate his or her employment or other relationship with Bankshares or such affiliate, hire any person who has left the employ of Bankshares or any of its affiliates during the preceding 12 months, or hire any person who is or has been an executive officer of Bankshares or any of its affiliates at any time. (iii) The Executive shall not, at any time after his Employment Termination Date, directly or indirectly, use or purport to authorize any person to use any name, mark, logo, or other identifying words or images which are the same as or similar to those used currently or in the past by Bankshares or any of its affiliates in connection with any product or service, whether or not such use would be in a business which is competitive with that of Bankshares or any affiliate of Bankshares. (iv) The ownership or control of up to 5% of the outstanding voting securities or securities of any class of a bank or bank holding company shall not be deemed to be a violation of the provisions of this Section 9(a). (b) Confidential Information. (i) The Executive acknowledges that, in the course of his employment with Bankshares, he will have, extensive contact with customers of Bankshares and its affiliates, and to have knowledge of and access to trade secrets and other proprietary and confidential information of Bankshares and its affiliates, including, without limitation, the identity of customers and suppliers and other persons with whom Bankshares and its affiliates have business relationships, technical information, knowhow, plans, specifications, data and information relating to the financial condition, results of operations, employees, products, products under development, inventions, sources, leads or methods of obtaining new products or Employment Agreement Page 6

business, pricing formulae, methods or procedures, cost of services and marketing strategies of Bankshares or its affiliates, or any other information relating to Bankshares or its affiliates that could reasonably be regarded as confidential or proprietary and which is not available to the public (collectively, the "CONFIDENTIAL

person who is an employee of, or otherwise performing services for, Bankshares or any of its affiliates to terminate his or her employment or other relationship with Bankshares or such affiliate, hire any person who has left the employ of Bankshares or any of its affiliates during the preceding 12 months, or hire any person who is or has been an executive officer of Bankshares or any of its affiliates at any time. (iii) The Executive shall not, at any time after his Employment Termination Date, directly or indirectly, use or purport to authorize any person to use any name, mark, logo, or other identifying words or images which are the same as or similar to those used currently or in the past by Bankshares or any of its affiliates in connection with any product or service, whether or not such use would be in a business which is competitive with that of Bankshares or any affiliate of Bankshares. (iv) The ownership or control of up to 5% of the outstanding voting securities or securities of any class of a bank or bank holding company shall not be deemed to be a violation of the provisions of this Section 9(a). (b) Confidential Information. (i) The Executive acknowledges that, in the course of his employment with Bankshares, he will have, extensive contact with customers of Bankshares and its affiliates, and to have knowledge of and access to trade secrets and other proprietary and confidential information of Bankshares and its affiliates, including, without limitation, the identity of customers and suppliers and other persons with whom Bankshares and its affiliates have business relationships, technical information, knowhow, plans, specifications, data and information relating to the financial condition, results of operations, employees, products, products under development, inventions, sources, leads or methods of obtaining new products or Employment Agreement Page 6

business, pricing formulae, methods or procedures, cost of services and marketing strategies of Bankshares or its affiliates, or any other information relating to Bankshares or its affiliates that could reasonably be regarded as confidential or proprietary and which is not available to the public (collectively, the "CONFIDENTIAL INFORMATION"), and that such Confidential Information, even to the extent it may be, or have been, developed or acquired by or through the efforts of the Executive, constitutes valuable, special and unique assets of Bankshares and its affiliates, developed or acquired at great expense, which are the exclusive property of Bankshares and its affiliates. (ii) Executive agrees not to use, disclose or exploit, during the Restricted Period, Confidential Information relating to the Business of Bankshares, or any of its affiliates, (whether constituting a trade secret or not) which is or has been disclosed to Executive or of which Executive became aware as a consequence of or through his relationship to Bankshares and which has value to Bankshares, or any of its affiliates, and is not generally known to its competitors. However, such Confidential Information shall not include any data or information that has been voluntarily disclosed to the public by Bankshares, or any of its affiliates (except where such public disclosure has been made by Executive without authorization) or that has been independently developed and disclosed by others, or that otherwise enters the public domain through lawful means. (iii) Without limiting the generality of the foregoing, the Executive shall not, during the Restricted Period, directly or indirectly, disclose, or otherwise make known to any person, the names or addresses of any of the customers of Bankshares or any of its affiliates, whether such persons are customers as of the Effective Date or become such following the Effective Date, and Employment Agreement Page 7

whether or not such persons have previously conducted business with the Executive in any capacity, or any information as to Bankshares' executives and others providing services to Bankshares or any of its affiliates,

business, pricing formulae, methods or procedures, cost of services and marketing strategies of Bankshares or its affiliates, or any other information relating to Bankshares or its affiliates that could reasonably be regarded as confidential or proprietary and which is not available to the public (collectively, the "CONFIDENTIAL INFORMATION"), and that such Confidential Information, even to the extent it may be, or have been, developed or acquired by or through the efforts of the Executive, constitutes valuable, special and unique assets of Bankshares and its affiliates, developed or acquired at great expense, which are the exclusive property of Bankshares and its affiliates. (ii) Executive agrees not to use, disclose or exploit, during the Restricted Period, Confidential Information relating to the Business of Bankshares, or any of its affiliates, (whether constituting a trade secret or not) which is or has been disclosed to Executive or of which Executive became aware as a consequence of or through his relationship to Bankshares and which has value to Bankshares, or any of its affiliates, and is not generally known to its competitors. However, such Confidential Information shall not include any data or information that has been voluntarily disclosed to the public by Bankshares, or any of its affiliates (except where such public disclosure has been made by Executive without authorization) or that has been independently developed and disclosed by others, or that otherwise enters the public domain through lawful means. (iii) Without limiting the generality of the foregoing, the Executive shall not, during the Restricted Period, directly or indirectly, disclose, or otherwise make known to any person, the names or addresses of any of the customers of Bankshares or any of its affiliates, whether such persons are customers as of the Effective Date or become such following the Effective Date, and Employment Agreement Page 7

whether or not such persons have previously conducted business with the Executive in any capacity, or any information as to Bankshares' executives and others providing services to Bankshares or any of its affiliates, including with respect to their abilities, compensation, benefits and other terms of employment or engagement. (iv) Upon the termination of the Executive's employment with Bankshares, the Executive shall promptly deliver to Bankshares all customer files, correspondence, manuals, notes, notebooks, reports and copies thereof, and all other materials relating to Bankshares', or any of its affiliates business, including, without limitation, any materials incorporating Confidential Information, which are in the possession or control of the Executive. (v) The Executive acknowledges that Bankshares would not enter into this Agreement without the assurances provided above with respect to the Confidential Information of Bankshares and its affiliates. (c) Continuing Obligations. The Executive acknowledges that Bankshares would be irreparably harmed and that monetary damages would not provide an adequate remedy to it, in the event the covenants contained in subsections (a) and (b) of this Section 9 were not complied with, in accordance with their terms. Accordingly, the Executive agrees that any breach, or threatened breach, by him of any provision of subsections (a) and (b) of this Section 9 shall entitle Bankshares to injunctive and other equitable relief to secure the enforcement of these provisions, in addition to any other remedies which may be available to it; and that it shall be entitled to receive from the Executive reimbursement for all attorneys' fees and expenses incurred by it in enforcing these provisions (unless Bankshares is not the substantially prevailing party in any legal action Employment Agreement Page 8

brought for such purposes). In addition to its other rights and remedies, Bankshares shall have the right to require the Executive to account for, and to pay over to it, all compensation, profits, money, accruals and other benefits derived or received, directly or indirectly, by the Executive from any action constituting a breach of subsection (a) or subsection (b) of this Section 9. It is the desire and intent of the parties that the provisions of this Section 9 be enforced in full; however, if any provisions of this Section 9 relating to the time period, scope of activities or

whether or not such persons have previously conducted business with the Executive in any capacity, or any information as to Bankshares' executives and others providing services to Bankshares or any of its affiliates, including with respect to their abilities, compensation, benefits and other terms of employment or engagement. (iv) Upon the termination of the Executive's employment with Bankshares, the Executive shall promptly deliver to Bankshares all customer files, correspondence, manuals, notes, notebooks, reports and copies thereof, and all other materials relating to Bankshares', or any of its affiliates business, including, without limitation, any materials incorporating Confidential Information, which are in the possession or control of the Executive. (v) The Executive acknowledges that Bankshares would not enter into this Agreement without the assurances provided above with respect to the Confidential Information of Bankshares and its affiliates. (c) Continuing Obligations. The Executive acknowledges that Bankshares would be irreparably harmed and that monetary damages would not provide an adequate remedy to it, in the event the covenants contained in subsections (a) and (b) of this Section 9 were not complied with, in accordance with their terms. Accordingly, the Executive agrees that any breach, or threatened breach, by him of any provision of subsections (a) and (b) of this Section 9 shall entitle Bankshares to injunctive and other equitable relief to secure the enforcement of these provisions, in addition to any other remedies which may be available to it; and that it shall be entitled to receive from the Executive reimbursement for all attorneys' fees and expenses incurred by it in enforcing these provisions (unless Bankshares is not the substantially prevailing party in any legal action Employment Agreement Page 8

brought for such purposes). In addition to its other rights and remedies, Bankshares shall have the right to require the Executive to account for, and to pay over to it, all compensation, profits, money, accruals and other benefits derived or received, directly or indirectly, by the Executive from any action constituting a breach of subsection (a) or subsection (b) of this Section 9. It is the desire and intent of the parties that the provisions of this Section 9 be enforced in full; however, if any provisions of this Section 9 relating to the time period, scope of activities or geographic area of restrictions is declared by a court of competent jurisdiction to exceed the maximum permissible time period, scope of activities or geographic area, the maximum time period, scope of activities or geographic area, as the case may be, shall be reduced to the maximum which such court deems enforceable. If any provisions of this Section 9, other than those described in the preceding sentence, are adjudicated to be invalid or unenforceable, the invalid or unenforceable provisions shall be deemed amended (with respect only to the jurisdiction in which such adjudication is made) in such manner as to render them enforceable and to effectuate as nearly as possible the original intentions and agreement of the parties. (d) Modification of Restrictive Period. In the event this Agreement is terminated either (x) by Bankshares at any time for any reason other than for Cause, as defined in Section 10 herein or (y) by the Executive pursuant to Section 10(b) herein, the term "Restrictive Period," as described in Section 9(a), shall terminate on the date that all amounts payable to the Executive, pursuant to the terms of this Agreement, either, have been paid to him, or should have been paid to him, pursuant to the terms of this Agreement. Employment Agreement Page 9 10. Termination. During the Term of this Agreement, this Agreement and the Executive's employment with Bankshares and any affiliate of Bankshares, including without limitation, except as otherwise provided in this Agreement, including this Section 10, Section 8 and Section 12, all compensation, salary, expense reimbursement, and other benefits, payable, or made available, to Executive under this Agreement, may be terminated as follows: (a) At the election of Bankshares for "Cause" (as such term is defined below); or, at the election of Bankshares, without Cause, for any reason, other than a breach by Bankshares as set forth in Section 10(b) below, by delivery of 30 days' written notice;

brought for such purposes). In addition to its other rights and remedies, Bankshares shall have the right to require the Executive to account for, and to pay over to it, all compensation, profits, money, accruals and other benefits derived or received, directly or indirectly, by the Executive from any action constituting a breach of subsection (a) or subsection (b) of this Section 9. It is the desire and intent of the parties that the provisions of this Section 9 be enforced in full; however, if any provisions of this Section 9 relating to the time period, scope of activities or geographic area of restrictions is declared by a court of competent jurisdiction to exceed the maximum permissible time period, scope of activities or geographic area, the maximum time period, scope of activities or geographic area, as the case may be, shall be reduced to the maximum which such court deems enforceable. If any provisions of this Section 9, other than those described in the preceding sentence, are adjudicated to be invalid or unenforceable, the invalid or unenforceable provisions shall be deemed amended (with respect only to the jurisdiction in which such adjudication is made) in such manner as to render them enforceable and to effectuate as nearly as possible the original intentions and agreement of the parties. (d) Modification of Restrictive Period. In the event this Agreement is terminated either (x) by Bankshares at any time for any reason other than for Cause, as defined in Section 10 herein or (y) by the Executive pursuant to Section 10(b) herein, the term "Restrictive Period," as described in Section 9(a), shall terminate on the date that all amounts payable to the Executive, pursuant to the terms of this Agreement, either, have been paid to him, or should have been paid to him, pursuant to the terms of this Agreement. Employment Agreement Page 9 10. Termination. During the Term of this Agreement, this Agreement and the Executive's employment with Bankshares and any affiliate of Bankshares, including without limitation, except as otherwise provided in this Agreement, including this Section 10, Section 8 and Section 12, all compensation, salary, expense reimbursement, and other benefits, payable, or made available, to Executive under this Agreement, may be terminated as follows: (a) At the election of Bankshares for "Cause" (as such term is defined below); or, at the election of Bankshares, without Cause, for any reason, other than a breach by Bankshares as set forth in Section 10(b) below, by delivery of 30 days' written notice; (b) At the Executive's election, for "Good Reason" (as such term is defined below); or upon Bankshares' breach of any material provision of this Agreement; (c) As used herein, the term "CAUSE" shall mean the occurrence of one or more of the following:(i) a material breach by the Executive of any provision of this Agreement which breach is not cured by the Executive to Bankshares' reasonable satisfaction within ten days after delivery of written notice to the Executive by Bankshares thereof, (ii) the Executive's gross negligence, willful misconduct or willful refusal or failure to perform, in any material respect, any of his duties or responsibilities under this Agreement, or the Executive's willful failure to follow any lawful directive of the Board of Directors, or the President of Bankshares, or the Executive's willful refusal or failure to furnish information concerning Bankshares', or any affiliate of Bankshares affairs which is reasonably requested by the Board of Directors, or the President of Bankshares, which gross negligence or willful action (or inaction), as the case may be, does not cease, to Bankshares' or the President of Bankshares, reasonable satisfaction, within ten days after delivery of written notice thereof to Employment Agreement Page 10

Executive by Bankshares, (iii) the Executive's conviction of a felony or of a serious misdemeanor (e.g., involving moral turpitude, etc.), in any criminal proceeding; (iv) the Executive's intentional and knowing misappropriation, for personal use, of assets or business opportunities of Bankshares, or any of its affiliates; (v) the Executive's engaging in intentional misconduct that is materially injurious to Bankshares, or any of its affiliates, including, but not limited to, such misconduct which is in contravention of any federal or state employment law or regulation, as determined by a court of competent jurisdiction, (vi) a petition under the Bankruptcy Code (Title 11 of the United

10. Termination. During the Term of this Agreement, this Agreement and the Executive's employment with Bankshares and any affiliate of Bankshares, including without limitation, except as otherwise provided in this Agreement, including this Section 10, Section 8 and Section 12, all compensation, salary, expense reimbursement, and other benefits, payable, or made available, to Executive under this Agreement, may be terminated as follows: (a) At the election of Bankshares for "Cause" (as such term is defined below); or, at the election of Bankshares, without Cause, for any reason, other than a breach by Bankshares as set forth in Section 10(b) below, by delivery of 30 days' written notice; (b) At the Executive's election, for "Good Reason" (as such term is defined below); or upon Bankshares' breach of any material provision of this Agreement; (c) As used herein, the term "CAUSE" shall mean the occurrence of one or more of the following:(i) a material breach by the Executive of any provision of this Agreement which breach is not cured by the Executive to Bankshares' reasonable satisfaction within ten days after delivery of written notice to the Executive by Bankshares thereof, (ii) the Executive's gross negligence, willful misconduct or willful refusal or failure to perform, in any material respect, any of his duties or responsibilities under this Agreement, or the Executive's willful failure to follow any lawful directive of the Board of Directors, or the President of Bankshares, or the Executive's willful refusal or failure to furnish information concerning Bankshares', or any affiliate of Bankshares affairs which is reasonably requested by the Board of Directors, or the President of Bankshares, which gross negligence or willful action (or inaction), as the case may be, does not cease, to Bankshares' or the President of Bankshares, reasonable satisfaction, within ten days after delivery of written notice thereof to Employment Agreement Page 10

Executive by Bankshares, (iii) the Executive's conviction of a felony or of a serious misdemeanor (e.g., involving moral turpitude, etc.), in any criminal proceeding; (iv) the Executive's intentional and knowing misappropriation, for personal use, of assets or business opportunities of Bankshares, or any of its affiliates; (v) the Executive's engaging in intentional misconduct that is materially injurious to Bankshares, or any of its affiliates, including, but not limited to, such misconduct which is in contravention of any federal or state employment law or regulation, as determined by a court of competent jurisdiction, (vi) a petition under the Bankruptcy Code (Title 11 of the United States Code) or any state insolvency law, containing a meritorious claim, has been filed by or against the Executive, or any receiver or similar officer has been appointed by a court for the Executive's property, or (vii) any event, condition or circumstance which, pursuant to the provisions of federal or state law, renders the Executive unemployable, as a matter of law, by Bankshares, or any of its affiliates. (d) Upon the Executive's death, or, at the election of either party, upon the Executive's disability, as determined in accordance with the standards and procedures under the Executive's then current, long-term disability insurance coverage provided by Bankshares, or, if such disability insurance coverage provided by Bankshares is not then in place, upon the Executive's disability resulting in inability to substantially perform the duties described in Section 3 of this Agreement for a period of 180 consecutive days. (e) At the Executive's election, by delivery of the 30 days' written notice thereof, for any reason, other than as set forth in Section 10(b) of this Agreement. Employment Agreement Page 11

(f) The term "GOOD REASON" shall mean action taken by Bankshares which results in: (i) a material change in the Executive's status, offices, titles, or reporting requirements;

Executive by Bankshares, (iii) the Executive's conviction of a felony or of a serious misdemeanor (e.g., involving moral turpitude, etc.), in any criminal proceeding; (iv) the Executive's intentional and knowing misappropriation, for personal use, of assets or business opportunities of Bankshares, or any of its affiliates; (v) the Executive's engaging in intentional misconduct that is materially injurious to Bankshares, or any of its affiliates, including, but not limited to, such misconduct which is in contravention of any federal or state employment law or regulation, as determined by a court of competent jurisdiction, (vi) a petition under the Bankruptcy Code (Title 11 of the United States Code) or any state insolvency law, containing a meritorious claim, has been filed by or against the Executive, or any receiver or similar officer has been appointed by a court for the Executive's property, or (vii) any event, condition or circumstance which, pursuant to the provisions of federal or state law, renders the Executive unemployable, as a matter of law, by Bankshares, or any of its affiliates. (d) Upon the Executive's death, or, at the election of either party, upon the Executive's disability, as determined in accordance with the standards and procedures under the Executive's then current, long-term disability insurance coverage provided by Bankshares, or, if such disability insurance coverage provided by Bankshares is not then in place, upon the Executive's disability resulting in inability to substantially perform the duties described in Section 3 of this Agreement for a period of 180 consecutive days. (e) At the Executive's election, by delivery of the 30 days' written notice thereof, for any reason, other than as set forth in Section 10(b) of this Agreement. Employment Agreement Page 11

(f) The term "GOOD REASON" shall mean action taken by Bankshares which results in: (i) a material change in the Executive's status, offices, titles, or reporting requirements; (ii) a reduction in the Executive's Base Salary or other benefits; or (g) Subject to the provisions of Section 12 of this Agreement, if this Agreement is terminated, either (i) by Bankshares, at any time, for any reason other than for Cause, or (ii) by the Executive pursuant to Section 10(b) (i.e., for Good Reason or upon Bankshares' breach of any material provision of this Agreement), then Bankshares, in addition to any other compensation or benefit payable to, or vesting in, Executive, as a result of the termination of the Agreement, as contemplated by this Section 10(g), shall pay to the Executive the compensation and benefits remaining under this Agreement, at a rate equal to the Executive's Base Salary and Bonus Amount for the previous 12 months, for a period equal to the greater of either (y) the remaining Term of this Agreement, or (z) 12 months, as if no termination occurred. (h) If the Agreement is terminated, either for Cause or by the Executive pursuant to Section 10(e) of this Agreement, the Executive shall receive no further compensation or benefits under this Agreement, other than the Executive's Base Salary, accrued through the date of such termination. 11. Notices. All notices provided for herein shall be in writing and shall be deemed to be given when delivered in person or deposited in the United States Mail, registered or certified, return receipt requested, with proper postage prepaid and addressed as follows:
Bank: PAB Bankshares, Inc. 3102 North Oak Street Extension Valdosta, Georgia 31602

Employment Agreement Page 12

(f) The term "GOOD REASON" shall mean action taken by Bankshares which results in: (i) a material change in the Executive's status, offices, titles, or reporting requirements; (ii) a reduction in the Executive's Base Salary or other benefits; or (g) Subject to the provisions of Section 12 of this Agreement, if this Agreement is terminated, either (i) by Bankshares, at any time, for any reason other than for Cause, or (ii) by the Executive pursuant to Section 10(b) (i.e., for Good Reason or upon Bankshares' breach of any material provision of this Agreement), then Bankshares, in addition to any other compensation or benefit payable to, or vesting in, Executive, as a result of the termination of the Agreement, as contemplated by this Section 10(g), shall pay to the Executive the compensation and benefits remaining under this Agreement, at a rate equal to the Executive's Base Salary and Bonus Amount for the previous 12 months, for a period equal to the greater of either (y) the remaining Term of this Agreement, or (z) 12 months, as if no termination occurred. (h) If the Agreement is terminated, either for Cause or by the Executive pursuant to Section 10(e) of this Agreement, the Executive shall receive no further compensation or benefits under this Agreement, other than the Executive's Base Salary, accrued through the date of such termination. 11. Notices. All notices provided for herein shall be in writing and shall be deemed to be given when delivered in person or deposited in the United States Mail, registered or certified, return receipt requested, with proper postage prepaid and addressed as follows:
Bank: PAB Bankshares, Inc. 3102 North Oak Street Extension Valdosta, Georgia 31602

Employment Agreement Page 12

Attn: Chairman of the Compensation Committee of the Board of Directors with a copy to: Thompson Kurrie, Jr., Esquire
Coleman, Talley, Newbern, Kurrie, Preston & Holland P.0 Box 5437 Valdosta, Georgia 31603 Executive: M. Burke Welsh 535 Huiet Dr. McDonough, GA 30252

12. Change in Control. None of the benefits provided in this Section 12 of this Agreement shall be payable to the Executive, unless there shall have been a Change in Control, as set forth below. (a) A "CHANGE IN CONTROL" shall be deemed to have occurred if (i) during the Term of this Agreement, the individuals constituting the Board of Directors at the Effective Date of this Agreement (the "BEGINNING PAB BOARD") cease for any reason to constitute at least a majority of the Board of Directors, provided that in making such determination, a director elected by, or on the recommendation of, the Beginning PAB Board shall be deemed to be a member of such Beginning PAB Board, excluding, for this purpose, any director whose assumption of office occurs as a result of an actual or threatened election contest, or proxy contest, with respect to the election or removal of directors; or, (ii) more than 50% of Bankshares' outstanding common stock, or of the equivalent in voting power of any other class or classes of outstanding securities of Bankshares entitled to vote in elections of directors, shall be acquired by any corporation, other person or group (the term "group" shall mean persons who act in concert as described in Section 13(d)(3) or 14(d) (2) of the Securities Exchange

Attn: Chairman of the Compensation Committee of the Board of Directors with a copy to: Thompson Kurrie, Jr., Esquire
Coleman, Talley, Newbern, Kurrie, Preston & Holland P.0 Box 5437 Valdosta, Georgia 31603 Executive: M. Burke Welsh 535 Huiet Dr. McDonough, GA 30252

12. Change in Control. None of the benefits provided in this Section 12 of this Agreement shall be payable to the Executive, unless there shall have been a Change in Control, as set forth below. (a) A "CHANGE IN CONTROL" shall be deemed to have occurred if (i) during the Term of this Agreement, the individuals constituting the Board of Directors at the Effective Date of this Agreement (the "BEGINNING PAB BOARD") cease for any reason to constitute at least a majority of the Board of Directors, provided that in making such determination, a director elected by, or on the recommendation of, the Beginning PAB Board shall be deemed to be a member of such Beginning PAB Board, excluding, for this purpose, any director whose assumption of office occurs as a result of an actual or threatened election contest, or proxy contest, with respect to the election or removal of directors; or, (ii) more than 50% of Bankshares' outstanding common stock, or of the equivalent in voting power of any other class or classes of outstanding securities of Bankshares entitled to vote in elections of directors, shall be acquired by any corporation, other person or group (the term "group" shall mean persons who act in concert as described in Section 13(d)(3) or 14(d) (2) of the Securities Exchange Employment Agreement Page 13

Act of 1934 as amended); or, (iii) Bankshares shall become a subsidiary of another corporation or shall be merged or consolidated into another corporation and (x) less than a majority of the outstanding voting shares of the parent or surviving corporation after such acquisition, merger or consolidation are owned immediately after such acquisition, merger or consolidation by the owners of the voting shares of Bankshares immediately before such acquisition, merger or consolidation, or (y) a person or entity (excluding any corporation resulting from such business combination or any employee benefit plan or related trust of Bankshares or such resulting corporation) beneficially owns or controls 25% or more of the combined voting power of the then-outstanding securities of such corporation, except to the extent that such ownership existed prior to the business combination, or (z) less than a majority of the members of the board of directors of the corporation resulting from such business combination were members of the Bankshares Board of Directors at the time of the execution of the definitive agreement for such merger or consolidation; or, (iv) substantially all of the assets of Bankshares shall be sold to another entity, person or group, other than a sale to a wholly-owned subsidiary of Bankshares, regardless of the form of the transaction. (b) In the event of a Change in Control of Bankshares, the Executive shall be entitled, for a period of 90 days after the date of closing of the transaction effecting such Change in Control, and at his election, to either (i) deliver written notice to Bankshares of the termination of this Agreement, whereupon Bankshares will continue to pay the Executive's Base Salary for six months after termination; provided that all other benefits or compensation, including incentive compensation shall be terminated as of the termination of this Agreement; or, (ii) deliver written notice to Employment Agreement Page 14

Bankshares that he intends to remain in the employ of Bankshares and Bankshares shall employ the Executive,

Act of 1934 as amended); or, (iii) Bankshares shall become a subsidiary of another corporation or shall be merged or consolidated into another corporation and (x) less than a majority of the outstanding voting shares of the parent or surviving corporation after such acquisition, merger or consolidation are owned immediately after such acquisition, merger or consolidation by the owners of the voting shares of Bankshares immediately before such acquisition, merger or consolidation, or (y) a person or entity (excluding any corporation resulting from such business combination or any employee benefit plan or related trust of Bankshares or such resulting corporation) beneficially owns or controls 25% or more of the combined voting power of the then-outstanding securities of such corporation, except to the extent that such ownership existed prior to the business combination, or (z) less than a majority of the members of the board of directors of the corporation resulting from such business combination were members of the Bankshares Board of Directors at the time of the execution of the definitive agreement for such merger or consolidation; or, (iv) substantially all of the assets of Bankshares shall be sold to another entity, person or group, other than a sale to a wholly-owned subsidiary of Bankshares, regardless of the form of the transaction. (b) In the event of a Change in Control of Bankshares, the Executive shall be entitled, for a period of 90 days after the date of closing of the transaction effecting such Change in Control, and at his election, to either (i) deliver written notice to Bankshares of the termination of this Agreement, whereupon Bankshares will continue to pay the Executive's Base Salary for six months after termination; provided that all other benefits or compensation, including incentive compensation shall be terminated as of the termination of this Agreement; or, (ii) deliver written notice to Employment Agreement Page 14

Bankshares that he intends to remain in the employ of Bankshares and Bankshares shall employ the Executive, for the remainder of the Term of this Agreement, or 12 months, whichever is greater, performing the same duties that he was performing at the time of the effective date of the Change in Control and with the same title, compensation, benefits, reporting requirements and location. Any extension of employment under this Section 12 (b) shall be deemed an extension of the Term of this Agreement, during which all provisions of this Agreement shall remain in effect. (c) Subject to the terms and conditions of this Agreement, the Executive shall receive the compensation set forth in Section 12(c)(i) of this Agreement in consideration for the services previously provided, or to be provided, on behalf of Bankshares as set forth herein. (i) If Bankshares terminates the Executive without Cause, or if any action specified in Section 12(c)(ii) of this Agreement occurs during the Term of this Agreement, at any time following the execution of the definitive agreement relating to (but before the occurrence of) a Change in Control, or at any time following the occurrence of a Change in Control, (the "TERMINATION OF EMPLOYMENT"), Bankshares shall pay the Executive a lump-sum cash payment in an amount equal to the Executive's annual compensation from Bankshares, including salary, bonuses, all perquisites, and all other forms of compensation paid to the Executive for his benefit or the benefit of his family, however characterized, for the fiscal year during the term of this Agreement for which such

Bankshares that he intends to remain in the employ of Bankshares and Bankshares shall employ the Executive, for the remainder of the Term of this Agreement, or 12 months, whichever is greater, performing the same duties that he was performing at the time of the effective date of the Change in Control and with the same title, compensation, benefits, reporting requirements and location. Any extension of employment under this Section 12 (b) shall be deemed an extension of the Term of this Agreement, during which all provisions of this Agreement shall remain in effect. (c) Subject to the terms and conditions of this Agreement, the Executive shall receive the compensation set forth in Section 12(c)(i) of this Agreement in consideration for the services previously provided, or to be provided, on behalf of Bankshares as set forth herein. (i) If Bankshares terminates the Executive without Cause, or if any action specified in Section 12(c)(ii) of this Agreement occurs during the Term of this Agreement, at any time following the execution of the definitive agreement relating to (but before the occurrence of) a Change in Control, or at any time following the occurrence of a Change in Control, (the "TERMINATION OF EMPLOYMENT"), Bankshares shall pay the Executive a lump-sum cash payment in an amount equal to the Executive's annual compensation from Bankshares, including salary, bonuses, all perquisites, and all other forms of compensation paid to the Executive for his benefit or the benefit of his family, however characterized, for the fiscal year during the term of this Agreement for which such compensation was highest (the "EXECUTIVE'S ANNUAL SALARY"). The payment provided for in this Section 12(c)(i) shall be due and payable to the Executive within 30 days after the date of the Termination of Employment. Employment Agreement Page 15

(ii) For purposes of this Section 12, the occurrence of any of the following actions shall be deemed to be a termination of this Agreement by Bankshares without Cause. Those actions are: (1) a reduction in the Executive's salary, bonus provisions or other perquisites as were in effect immediately prior to the time period contemplated in Section 12(c)(i) regarding a Change in Control of Bankshares, (2) a material change in the Executive's status, offices, titles, reporting requirements, duties or responsibilities with Bankshares, as in effect on the effective date of this Agreement, (3) the failure by Bankshares to increase the Executive's salary annually in accordance with an established procedure, (4) Bankshares' requirement that Executive relocate more than 50 miles from the offices of Bankshares at the location set forth in Section B of Appendix I attached hereto, or (v) the termination of this Agreement by Executive pursuant to Section 10(b) hereof. In any such event, Executive shall be entitled to all payments provided for in Section 12(c)(i) of this Agreement. (d) Notwithstanding any other provision of this Section 12 of this Agreement, in no event shall Bankshares pay or be obligated to pay the Executive an amount which would be an Excess Parachute Payment. The term "Excess Parachute Payment" shall mean any payment or any portion thereof which would be an "excess parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), and would result in the imposition of an excise tax under Section 4999 of the Code, in the opinion of tax counsel selected by Bankshares' independent accountants and acceptable to the Executive. If it is established pursuant to a final determination of a court or an Internal Revenue Service administrative appeals proceeding that, notwithstanding the good faith of the Executive and Bankshares in applying the terms of this Section 12 of Employment Agreement Page 16

the Agreement, a payment (or portion thereof made is an Excess Parachute Payment, then, except as hereafter provided, the Executive shall have the obligation to repay Bankshares upon demand an amount equal to the minimum amount (but without interest) necessary to insure that no payments made or to be made by Bankshares pursuant to this Section 12 of the Agreement is an Excess Parachute Payment; provided, however, that if, in the opinion of tax counsel selected by Bankshares' independent accountants and acceptable to the Executive, such repayment will not ensure that no Excess Parachute Payment would be made hereunder, then (1) no such

(ii) For purposes of this Section 12, the occurrence of any of the following actions shall be deemed to be a termination of this Agreement by Bankshares without Cause. Those actions are: (1) a reduction in the Executive's salary, bonus provisions or other perquisites as were in effect immediately prior to the time period contemplated in Section 12(c)(i) regarding a Change in Control of Bankshares, (2) a material change in the Executive's status, offices, titles, reporting requirements, duties or responsibilities with Bankshares, as in effect on the effective date of this Agreement, (3) the failure by Bankshares to increase the Executive's salary annually in accordance with an established procedure, (4) Bankshares' requirement that Executive relocate more than 50 miles from the offices of Bankshares at the location set forth in Section B of Appendix I attached hereto, or (v) the termination of this Agreement by Executive pursuant to Section 10(b) hereof. In any such event, Executive shall be entitled to all payments provided for in Section 12(c)(i) of this Agreement. (d) Notwithstanding any other provision of this Section 12 of this Agreement, in no event shall Bankshares pay or be obligated to pay the Executive an amount which would be an Excess Parachute Payment. The term "Excess Parachute Payment" shall mean any payment or any portion thereof which would be an "excess parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), and would result in the imposition of an excise tax under Section 4999 of the Code, in the opinion of tax counsel selected by Bankshares' independent accountants and acceptable to the Executive. If it is established pursuant to a final determination of a court or an Internal Revenue Service administrative appeals proceeding that, notwithstanding the good faith of the Executive and Bankshares in applying the terms of this Section 12 of Employment Agreement Page 16

the Agreement, a payment (or portion thereof made is an Excess Parachute Payment, then, except as hereafter provided, the Executive shall have the obligation to repay Bankshares upon demand an amount equal to the minimum amount (but without interest) necessary to insure that no payments made or to be made by Bankshares pursuant to this Section 12 of the Agreement is an Excess Parachute Payment; provided, however, that if, in the opinion of tax counsel selected by Bankshares' independent accountants and acceptable to the Executive, such repayment will not ensure that no Excess Parachute Payment would be made hereunder, then (1) no such repayment obligation will exist and (2) Bankshares shall pay to the Executive an additional amount in cash equal to the amount necessary to cause the amount of the aggregate after tax cash compensation and benefits otherwise receivable by the Executive to be equal to the aggregate after tax cash compensation and benefits he would have received, as if Sections 280G and 4999 of the Code had not been enacted. 13. Resolution of Disputes: Arbitration. (a) Except as contemplated in Section 9, Bankshares and the Executive shall use their best efforts to resolve any dispute, controversy or claim between them with respect to any matter related to or arising out of this Agreement (each, a "Dispute") through negotiation. Such negotiation shall begin immediately after a party has delivered to the other party a written request for such negotiation. If within 60 days following the date on which such notice is given, the parties fail to resolve the dispute through such negotiations, then either party may initiate an arbitration proceeding in accordance with this Section 13. (b) Subject to Section 13(a), any Dispute shall be referred to and finally resolved by arbitration administered by the American Arbitration Employment Agreement Page 7

Association (the "AAA") in accordance with the Commercial Arbitration Rules of the AAA and the provisions of this Section 13, before a single arbitrator to be appointed by the mutual consent of Bankshares and the Executive. In the event that the parties cannot agree on an arbitrator, the parties agree that the AAA shall designate an arbitrator. The arbitration proceedings shall be held in Valdosta, Georgia.

the Agreement, a payment (or portion thereof made is an Excess Parachute Payment, then, except as hereafter provided, the Executive shall have the obligation to repay Bankshares upon demand an amount equal to the minimum amount (but without interest) necessary to insure that no payments made or to be made by Bankshares pursuant to this Section 12 of the Agreement is an Excess Parachute Payment; provided, however, that if, in the opinion of tax counsel selected by Bankshares' independent accountants and acceptable to the Executive, such repayment will not ensure that no Excess Parachute Payment would be made hereunder, then (1) no such repayment obligation will exist and (2) Bankshares shall pay to the Executive an additional amount in cash equal to the amount necessary to cause the amount of the aggregate after tax cash compensation and benefits otherwise receivable by the Executive to be equal to the aggregate after tax cash compensation and benefits he would have received, as if Sections 280G and 4999 of the Code had not been enacted. 13. Resolution of Disputes: Arbitration. (a) Except as contemplated in Section 9, Bankshares and the Executive shall use their best efforts to resolve any dispute, controversy or claim between them with respect to any matter related to or arising out of this Agreement (each, a "Dispute") through negotiation. Such negotiation shall begin immediately after a party has delivered to the other party a written request for such negotiation. If within 60 days following the date on which such notice is given, the parties fail to resolve the dispute through such negotiations, then either party may initiate an arbitration proceeding in accordance with this Section 13. (b) Subject to Section 13(a), any Dispute shall be referred to and finally resolved by arbitration administered by the American Arbitration Employment Agreement Page 7

Association (the "AAA") in accordance with the Commercial Arbitration Rules of the AAA and the provisions of this Section 13, before a single arbitrator to be appointed by the mutual consent of Bankshares and the Executive. In the event that the parties cannot agree on an arbitrator, the parties agree that the AAA shall designate an arbitrator. The arbitration proceedings shall be held in Valdosta, Georgia. (c) The arbitrator shall decide the Dispute in accordance with this Agreement and the laws of the State of Georgia applicable to agreements made and to be performed entirely within such State. The decision of the arbitrator shall be in writing and presented in separate findings of fact and law. The award of the arbitrator shall be final and binding on the parties from which no appeal may be taken, and an order confirming the award or judgment upon the award may be entered into in any court having jurisdiction there over. (d) Prior to the appointment of the arbitrator, Bankshares or the Executive may take provisional remedies, including, without limitation, temporary restraining orders and preliminary injunctions. After the appointment of the arbitrator, the arbitrator shall have sole authority to grant such provisional remedies as the arbitrator, in its sole discretion, deems necessary and appropriate. (e) The arbitrator, in the award, may assess the fees and expenses of the arbitrator and of the arbitration proceeding, and the witness and attorneys' fees of the parties, or any part thereof, against either Bankshares or the Executive or both of them, taking into account the circumstances of the case. Except as assessed by the arbitrator in the award and as provided in the next succeeding sentence, Bankshares and the Executive shall each Employment Agreement Page 18

bear their own costs in connection with the arbitration proceeding, and shall each bear 50% of the fees and expenses of the arbitrator.

Association (the "AAA") in accordance with the Commercial Arbitration Rules of the AAA and the provisions of this Section 13, before a single arbitrator to be appointed by the mutual consent of Bankshares and the Executive. In the event that the parties cannot agree on an arbitrator, the parties agree that the AAA shall designate an arbitrator. The arbitration proceedings shall be held in Valdosta, Georgia. (c) The arbitrator shall decide the Dispute in accordance with this Agreement and the laws of the State of Georgia applicable to agreements made and to be performed entirely within such State. The decision of the arbitrator shall be in writing and presented in separate findings of fact and law. The award of the arbitrator shall be final and binding on the parties from which no appeal may be taken, and an order confirming the award or judgment upon the award may be entered into in any court having jurisdiction there over. (d) Prior to the appointment of the arbitrator, Bankshares or the Executive may take provisional remedies, including, without limitation, temporary restraining orders and preliminary injunctions. After the appointment of the arbitrator, the arbitrator shall have sole authority to grant such provisional remedies as the arbitrator, in its sole discretion, deems necessary and appropriate. (e) The arbitrator, in the award, may assess the fees and expenses of the arbitrator and of the arbitration proceeding, and the witness and attorneys' fees of the parties, or any part thereof, against either Bankshares or the Executive or both of them, taking into account the circumstances of the case. Except as assessed by the arbitrator in the award and as provided in the next succeeding sentence, Bankshares and the Executive shall each Employment Agreement Page 18

bear their own costs in connection with the arbitration proceeding, and shall each bear 50% of the fees and expenses of the arbitrator. 14. Miscellaneous. (a) Modification, Waiver, etc. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by the Executive and a duly authorized officer of Bankshares. No waiver by any party hereto at any time of any breach of another party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. This Agreement shall be binding on and inure to the benefit of the successors and assigns of Bankshares. (b) Withholding Taxes. Bankshares may withhold from amounts payable under this Agreement such Federal, state and local taxes as are required to be withheld pursuant to any applicable law or regulation and Bankshares shall be authorized to take such action as may be necessary in the opinion of Bankshares' counsel (including, without limitation, withholding from amounts from any compensation or other amount owing from Bankshares to Executive) to satisfy all obligations for the payment of such taxes. (c) Continuation of Employment. Unless the parties otherwise agree in writing, continuation of Executive's employment with Bankshares beyond the expiration of the Term shall be deemed an employment at will and shall not be deemed to extend any of the provisions of this Agreement, and Executive's employment may thereafter be terminated at will by Executive or Bankshares without further obligation of either party hereunder. Employment Agreement Page 19 (d) Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Georgia applicable to agreements made and to be performed entirely in Georgia, without regard to the conflict of laws principles of such State. The Superior Court, Lowndes County, Georgia, shall have jurisdiction and of the venue for any civil actions arising from the subject matter of this agreement.

bear their own costs in connection with the arbitration proceeding, and shall each bear 50% of the fees and expenses of the arbitrator. 14. Miscellaneous. (a) Modification, Waiver, etc. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by the Executive and a duly authorized officer of Bankshares. No waiver by any party hereto at any time of any breach of another party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. This Agreement shall be binding on and inure to the benefit of the successors and assigns of Bankshares. (b) Withholding Taxes. Bankshares may withhold from amounts payable under this Agreement such Federal, state and local taxes as are required to be withheld pursuant to any applicable law or regulation and Bankshares shall be authorized to take such action as may be necessary in the opinion of Bankshares' counsel (including, without limitation, withholding from amounts from any compensation or other amount owing from Bankshares to Executive) to satisfy all obligations for the payment of such taxes. (c) Continuation of Employment. Unless the parties otherwise agree in writing, continuation of Executive's employment with Bankshares beyond the expiration of the Term shall be deemed an employment at will and shall not be deemed to extend any of the provisions of this Agreement, and Executive's employment may thereafter be terminated at will by Executive or Bankshares without further obligation of either party hereunder. Employment Agreement Page 19 (d) Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Georgia applicable to agreements made and to be performed entirely in Georgia, without regard to the conflict of laws principles of such State. The Superior Court, Lowndes County, Georgia, shall have jurisdiction and of the venue for any civil actions arising from the subject matter of this agreement. (e) Assignment. This Agreement is a personal contract, and the rights and interests of the Executive hereunder may not, during the Term, be sold, transferred, assigned, pledged or hypothecated. This Agreement may be assigned by Bankshares to a Bank organized under the laws of one of the States of the United States which is wholly-owned or controlled directly or indirectly by Bankshares, or which is a successor-in-interest to substantially all of the business operations of Bankshares. Such assignment shall become effective when Bankshares, shall have notified the Executive of such assignment or at such later date as may be specified in such notice. Upon such assignment the rights and obligations of Bankshares, hereunder shall become the rights and obligations of such Bank, and Bankshares shall have no further rights or obligations hereunder; provided, however, that Bankshares shall guarantee the obligations of such Bank to the Executive under this Agreement. (f) Severability of Invalid or Unenforceable Provisions. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. Employment Agreement Page 20 (g) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same instrument. (h) Definition of Terms. The term "affiliate", when used in this Agreement with respect to any person, means any person that, directly or indirectly, controls, is controlled by or is under common control with such person, and with respect to any natural person, includes the members of such person's immediate family (spouse, children and parents). The term "person", when used in this Agreement, means any natural person or entity with legal status.

(d) Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Georgia applicable to agreements made and to be performed entirely in Georgia, without regard to the conflict of laws principles of such State. The Superior Court, Lowndes County, Georgia, shall have jurisdiction and of the venue for any civil actions arising from the subject matter of this agreement. (e) Assignment. This Agreement is a personal contract, and the rights and interests of the Executive hereunder may not, during the Term, be sold, transferred, assigned, pledged or hypothecated. This Agreement may be assigned by Bankshares to a Bank organized under the laws of one of the States of the United States which is wholly-owned or controlled directly or indirectly by Bankshares, or which is a successor-in-interest to substantially all of the business operations of Bankshares. Such assignment shall become effective when Bankshares, shall have notified the Executive of such assignment or at such later date as may be specified in such notice. Upon such assignment the rights and obligations of Bankshares, hereunder shall become the rights and obligations of such Bank, and Bankshares shall have no further rights or obligations hereunder; provided, however, that Bankshares shall guarantee the obligations of such Bank to the Executive under this Agreement. (f) Severability of Invalid or Unenforceable Provisions. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. Employment Agreement Page 20 (g) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same instrument. (h) Definition of Terms. The term "affiliate", when used in this Agreement with respect to any person, means any person that, directly or indirectly, controls, is controlled by or is under common control with such person, and with respect to any natural person, includes the members of such person's immediate family (spouse, children and parents). The term "person", when used in this Agreement, means any natural person or entity with legal status. (i) Entire Agreement. This Agreement, together with Appendix 1, sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supersedes all prior agreements, understandings, promises, covenants, arrangements and communications, both oral or written, among the parties hereto in respect of the subject matter contained herein. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first written above. "Executive"
/s/ M. Burke Welsh, Jr. ----------------------------------M. Burke Welsh, Jr.

"Bankshares" PAB Bankshares, Inc.
/s/ R. Bradford Burnette ----------------------------------R. Bradford Burnette, President

Employment Agreement Page 21

(g) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same instrument. (h) Definition of Terms. The term "affiliate", when used in this Agreement with respect to any person, means any person that, directly or indirectly, controls, is controlled by or is under common control with such person, and with respect to any natural person, includes the members of such person's immediate family (spouse, children and parents). The term "person", when used in this Agreement, means any natural person or entity with legal status. (i) Entire Agreement. This Agreement, together with Appendix 1, sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supersedes all prior agreements, understandings, promises, covenants, arrangements and communications, both oral or written, among the parties hereto in respect of the subject matter contained herein. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first written above. "Executive"
/s/ M. Burke Welsh, Jr. ----------------------------------M. Burke Welsh, Jr.

"Bankshares" PAB Bankshares, Inc.
/s/ R. Bradford Burnette ----------------------------------R. Bradford Burnette, President

Employment Agreement Page 21

Appendix I to Employment Agreement between M Burke Welsh, Jr., and PAB Bankshares, Inc. (the "Employment Agreement") Capitalized terms used herein shall have the meanings set forth in the Employment Agreement. A. Title, Office, Duties and Responsibilities. Vice President PAB Bankshares and President Park Avenue Bank of Henry County Description of duties and responsibilities Attachment 1 B. Place of Performance. McDonough, Georgia or such other place as Bankshares and the Executive mutually agree. C. Compensation. Annual Base Salary: $100,000 Bonus Amount: Up to 22% of the Annual Base Salary, subject ot the provisions and Conditions of the Incentive Compensation Plan established by the Board of Directors. D. Benefits. During Executive's employment, Bankshares shall furnish to Executive the following: 1. Automobile allowance of $600 per month 2. Four (4) weeks paid vacation

Appendix I to Employment Agreement between M Burke Welsh, Jr., and PAB Bankshares, Inc. (the "Employment Agreement") Capitalized terms used herein shall have the meanings set forth in the Employment Agreement. A. Title, Office, Duties and Responsibilities. Vice President PAB Bankshares and President Park Avenue Bank of Henry County Description of duties and responsibilities Attachment 1 B. Place of Performance. McDonough, Georgia or such other place as Bankshares and the Executive mutually agree. C. Compensation. Annual Base Salary: $100,000 Bonus Amount: Up to 22% of the Annual Base Salary, subject ot the provisions and Conditions of the Incentive Compensation Plan established by the Board of Directors. D. Benefits. During Executive's employment, Bankshares shall furnish to Executive the following: 1. Automobile allowance of $600 per month 2. Four (4) weeks paid vacation 3. Social club dues 4. Such other benefits as may be approved by the Board of Directors E. Options. Employee is granted options to purchase 3,000 shares of PAB Bankshares, Inc. common Stock, subject to the terms and conditions of the PAB Bankshares, Inc. 1999 Stock Option Plan. The right to purchase the optioned shares shall vest in equal amounts of 600 Shares each commencing August 1, 2001 and each August 1 thereafter until and including August 1, 2005. Employment Agreement Page 21

Attachment 1 JOB DESCRIPTION POSITION: President, The Park Avenue Bank of Henry County Vice President PAB Bankshares REPORTS TO: President of the Park Avenue Bank, Valdosta, GA. for all credit decisions. Senior Officers of PAB Bankshares on all matters pertaining to operations, accounting, human resources DUTIES: Senior commercial lender for south Metro Atlanta area. Underwrite and approve all types of Retail, Construction, Acquisition & Development, and Commercial credit requests within lending authority. Supervision in staffing of all South Metro Atlanta area branches. Senior Business Development Officer for Metro Atlanta Area. Select sites for additional Metro Atlanta Area branch locations.

Attachment 1 JOB DESCRIPTION POSITION: President, The Park Avenue Bank of Henry County Vice President PAB Bankshares REPORTS TO: President of the Park Avenue Bank, Valdosta, GA. for all credit decisions. Senior Officers of PAB Bankshares on all matters pertaining to operations, accounting, human resources DUTIES: Senior commercial lender for south Metro Atlanta area. Underwrite and approve all types of Retail, Construction, Acquisition & Development, and Commercial credit requests within lending authority. Supervision in staffing of all South Metro Atlanta area branches. Senior Business Development Officer for Metro Atlanta Area. Select sites for additional Metro Atlanta Area branch locations. Supervise pricing for all deposit and credit services for Henry County and other metro Atlanta area branches. Form and administrate a local advisory board for The Park Avenue Bank of Henry County. Employment Agreement Page 23 EXHIBIT 10.10 RESCISSION AGREEMENT THIS AGREEMENT ("Agreement") is entered into effective as of December 31, 2001 by and between R. BRADFORD BURNETTE, a resident of the State of Georgia, ("Chairman") and PAB BANKSHARES, INC., a Georgia corporation (the "Company"). WHEREAS, Chairman and the Company entered into that certain Employment Agreement dated as of January 1, 1999 ("the "Employment Agreement"); and WHEREAS, Chairman has retired as the Chief Executive Officer of the Company; and WHEREAS, Chairman and the Company now desire to terminate the Employment Agreement. NOW, THEREFORE, in consideration of the promises and premises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties do hereby agree as follows: 1. TERMINATION OF EMPLOYMENT AGREEMENT. The Company and Chairman hereby agree that, as of the date of this Agreement, the Employment Agreement is and, for all purposes whatsoever, shall be deemed terminated and shall no further force or effect. 2. CONTINUATION AS CHAIRMAN OF THE BOARD. Chairman shall continue as Chairman of the Board of the Company and perform those functions provided in by laws of the Company and such other duties as the Board of Directors and Chairman may agree upon from time to time. 3. COMPENSATION. From the date of this Agreement and through December 31, 2004, the Company shall continue to pay Chairman his current salary and benefits described in Appendix I of this Agreement. During said

EXHIBIT 10.10 RESCISSION AGREEMENT THIS AGREEMENT ("Agreement") is entered into effective as of December 31, 2001 by and between R. BRADFORD BURNETTE, a resident of the State of Georgia, ("Chairman") and PAB BANKSHARES, INC., a Georgia corporation (the "Company"). WHEREAS, Chairman and the Company entered into that certain Employment Agreement dated as of January 1, 1999 ("the "Employment Agreement"); and WHEREAS, Chairman has retired as the Chief Executive Officer of the Company; and WHEREAS, Chairman and the Company now desire to terminate the Employment Agreement. NOW, THEREFORE, in consideration of the promises and premises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties do hereby agree as follows: 1. TERMINATION OF EMPLOYMENT AGREEMENT. The Company and Chairman hereby agree that, as of the date of this Agreement, the Employment Agreement is and, for all purposes whatsoever, shall be deemed terminated and shall no further force or effect. 2. CONTINUATION AS CHAIRMAN OF THE BOARD. Chairman shall continue as Chairman of the Board of the Company and perform those functions provided in by laws of the Company and such other duties as the Board of Directors and Chairman may agree upon from time to time. 3. COMPENSATION. From the date of this Agreement and through December 31, 2004, the Company shall continue to pay Chairman his current salary and benefits described in Appendix I of this Agreement. During said term, The Company shall further provide Chairman an office in the Company's premises, secretarial assistance. The Company shall further reimburse Chairman all reasonable travel and business expenses incurred by him (in accordance with the policies and procedures established by the Board of Directors) in performing his duties as Chairman of the Company. 4. ENTIRE AGREEMENT, MODIFICATION. This Agreement represents the entire agreement between the parties with respect to the subject matter hereof and supersedes all other negotiations and agreements, written or verbal, between the parties relating to the matters contemplated hereby. This Agreement may not be amended, waived or changed orally, but only in a writing that is signed by both parties and that states specifically that it is intended to modify this Agreement. 5. SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit of and be binding upon the Company, its successors and assigns, and any corporation with which the Company may merge or consolidate or to which the

Company may sell its assets, and Chairman and his heirs and assigns. 6. GOVERNING LAW. This Agreement shall be construed and its validity determined by the laws of the State of Georgia. 7. COUNTERPARTS. This Agreement may be executed in separate counterparts and shall be fully executed when each party whose signature is required has signed at least one counterpart, even though no one counterpart contains the signatures of all parties. IN WITNESS WHEREOF, the undersigned have signed and executed this Agreement as an expression of their intent to be bound by the foregoing terms of this Agreement. CHAIRMAN:

Company may sell its assets, and Chairman and his heirs and assigns. 6. GOVERNING LAW. This Agreement shall be construed and its validity determined by the laws of the State of Georgia. 7. COUNTERPARTS. This Agreement may be executed in separate counterparts and shall be fully executed when each party whose signature is required has signed at least one counterpart, even though no one counterpart contains the signatures of all parties. IN WITNESS WHEREOF, the undersigned have signed and executed this Agreement as an expression of their intent to be bound by the foregoing terms of this Agreement. CHAIRMAN:
/s/ R. Bradford Burnette ----------------------------------R. Bradford Burnette

COMPANY: PAB BANKSHARES, INC.
By: Name: Title: /s/ Michael E. Ricketson ----------------------------------Michael E. Ricketson President

APPENDIX I TO RECISSION AGREEMENT TITLE, OFFICE, DUTIES AND RESPONSIBILITIES. Chairman of the Board of Directors for Park Avenue Bank and the Company PLACE OF PERFORMANCE. The principal offices of the Company in Valdosta, Georgia or such other place as the Company and Chairman mutually agree in writing. COMPENSATION. Annual amount of $283,472.00 OPTIONS. Chairman may exercise his right to purchase the optioned shares described in Exhibit A in whole or in part at any time prior to scheduled expiration of the options. BENEFITS. During the term of this agreement, the Company shall furnish to Chairman the following: 1. One country club membership. 2. One civic club membership. 3. Participation in the Company's 401-K matching contribution programs. 4. Continued payment of Chairman's group health, life, and disability insurance premiums. 5. Auto allowance of $600 per month.

EXHIBIT 21.1

APPENDIX I TO RECISSION AGREEMENT TITLE, OFFICE, DUTIES AND RESPONSIBILITIES. Chairman of the Board of Directors for Park Avenue Bank and the Company PLACE OF PERFORMANCE. The principal offices of the Company in Valdosta, Georgia or such other place as the Company and Chairman mutually agree in writing. COMPENSATION. Annual amount of $283,472.00 OPTIONS. Chairman may exercise his right to purchase the optioned shares described in Exhibit A in whole or in part at any time prior to scheduled expiration of the options. BENEFITS. During the term of this agreement, the Company shall furnish to Chairman the following: 1. One country club membership. 2. One civic club membership. 3. Participation in the Company's 401-K matching contribution programs. 4. Continued payment of Chairman's group health, life, and disability insurance premiums. 5. Auto allowance of $600 per month.

EXHIBIT 21.1 SUBSIDIARIES OF REGISTRANT 1. The Park Avenue Bank, Valdosta, Georgia(1) PAB Holdings, Inc.(2) PAB Investments, Inc.(1) 2. First Community Bank of Southwest Georgia, Bainbridge, Georgia(1) FCB Holdings, Inc.(2) FCB Investments, Inc.(1) 3. Eagle Bank and Trust, Statesboro, Georgia(1) 4. Baxley Federal Savings Bank, Baxley, Georgia(1) 5. PAB Financial Services, LLC, Valdosta, Georgia(1) 6. PAB Bankshares Capital Trust I (2) (1) State of incorporation or organization is Georgia. (2) State of incorporation or organization is Delaware. EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our report, dated January 26, 2001, in the Form 10-K for the year ended December 31, 2001, into the Company's previously filed Registration Statement (No. 333-89527) on Form S-8.

EXHIBIT 21.1 SUBSIDIARIES OF REGISTRANT 1. The Park Avenue Bank, Valdosta, Georgia(1) PAB Holdings, Inc.(2) PAB Investments, Inc.(1) 2. First Community Bank of Southwest Georgia, Bainbridge, Georgia(1) FCB Holdings, Inc.(2) FCB Investments, Inc.(1) 3. Eagle Bank and Trust, Statesboro, Georgia(1) 4. Baxley Federal Savings Bank, Baxley, Georgia(1) 5. PAB Financial Services, LLC, Valdosta, Georgia(1) 6. PAB Bankshares Capital Trust I (2) (1) State of incorporation or organization is Georgia. (2) State of incorporation or organization is Delaware. EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our report, dated January 26, 2001, in the Form 10-K for the year ended December 31, 2001, into the Company's previously filed Registration Statement (No. 333-89527) on Form S-8.
/s/ Stewart, Fowler & Stalvey, P.C. ---------------------------------------STEWART, FOWLER & STALVEY, PC

Valdosta, Georgia April 11, 2002

EXHIBIT 23.3 INDEPENDENT AUDITOR'S CONSENT We consent to the incorporation by reference in Registration Statement No. 333-89527 of PAB Bankshares, Inc. on Form S-8 of our report, dated April 3, 2002, appearing in this Annual Report on Form 10-K of PAB Bankshares, Inc. for the year ended December 31, 2001.
/s/ MAULDIN & JENKINS, LLC

Albany, Georgia April 12, 2002

EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our report, dated January 26, 2001, in the Form 10-K for the year ended December 31, 2001, into the Company's previously filed Registration Statement (No. 333-89527) on Form S-8.
/s/ Stewart, Fowler & Stalvey, P.C. ---------------------------------------STEWART, FOWLER & STALVEY, PC

Valdosta, Georgia April 11, 2002

EXHIBIT 23.3 INDEPENDENT AUDITOR'S CONSENT We consent to the incorporation by reference in Registration Statement No. 333-89527 of PAB Bankshares, Inc. on Form S-8 of our report, dated April 3, 2002, appearing in this Annual Report on Form 10-K of PAB Bankshares, Inc. for the year ended December 31, 2001.
/s/ MAULDIN & JENKINS, LLC

Albany, Georgia April 12, 2002

EXHIBIT 23.3 INDEPENDENT AUDITOR'S CONSENT We consent to the incorporation by reference in Registration Statement No. 333-89527 of PAB Bankshares, Inc. on Form S-8 of our report, dated April 3, 2002, appearing in this Annual Report on Form 10-K of PAB Bankshares, Inc. for the year ended December 31, 2001.
/s/ MAULDIN & JENKINS, LLC

Albany, Georgia April 12, 2002


								
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